Common use of Certain Actions Clause in Contracts

Certain Actions. (a) Subject to Section 6.9(d) of this Agreement, PFSL agrees that, from the date of this Agreement until the earlier of the Effective Date or the termination of this Agreement, neither it nor any of its affiliates, nor any of the officers and directors of it or its affiliates shall, and that it shall cause its and its affiliates’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its affiliates) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) PFSL agrees that it will, and will cause its officers, directors and 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 informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposed. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject to Section 6.9(d6.8(d) of this Agreement, PFSL TSH agrees that, from the date of this Agreement until the earlier of the Effective Date or the termination of this Agreement, neither it nor any of its affiliates, Subsidiaries nor any of the officers and directors of it or its affiliates Subsidiaries shall, and that it shall cause its and its affiliatesSubsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its affiliatesSubsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) PFSL TSH agrees that it will, and will cause its officers, directors and 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 (other than IBKC) with respect to any Acquisition Proposal informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL TSH agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.96.8. (d) Notwithstanding the provisions of Section 6.9(a6.8(a) of this Agreement, if any Person after the date of this Agreement submits to PFSLTSH’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSLTSH’s board of directors reasonably determines in good faith, after consultation with receipt of advice from outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSLTSH’s board of directors to breach its fiduciary duties to PFSL TSH and its stockholdersshareholders, and after consultation with its financial advisor, then, in such case, (i) PFSL TSH may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL TSH must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSLTSH’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSLTSH’s board of directors may (subject to the provisions of this Section 6.96.8) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five two (52) Business Days following IBKC’c IBKC’s receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSLTSH’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, comprehensively specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL TSH shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSLTSH’s board of directors determines, after consultation with its financial advisor, are materially more favorable to PFSLTSH’s stockholders shareholders (in their capacities as stockholdersshareholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d6.8(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL TSH reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposed. (e) IBKC shall have the right (“Right of First Refusal”) for five two (52) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL TSH to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL TSH shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL TSH pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject to Section 6.9(d) of this Agreement, PFSL agrees that, from the date of this Agreement until the earlier of the Effective Date or the termination of this Agreement, neither it Neither GBC nor any of its affiliatesSubsidiaries (i) shall solicit, nor initiate, participate in discussions of, or encourage or take any other action to facilitate (including by way of the disclosing or furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to any Acquisition Proposal (as defined below) or (ii) shall (A) solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate any inquiry or proposal, or (B) enter into any agreement, arrangement or understanding (whether written or oral) regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, under any of the officers instances described in this Section 5.17(a). GBC shall immediately instruct and directors of it or otherwise use its affiliates shall, and that it shall commercially reasonable efforts to cause its and its affiliates’ directors, officers, employees, agents and representatives agents, advisors (including including, without limitation, any investment banker, attorney or accountant retained by it or any of its affiliates) not toSubsidiaries), directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, (ii) have any discussion consultants and other representatives to comply with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) PFSL agrees that it will, and will cause its officers, directors and representatives to, such prohibitions. GBC shall immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any such activities. (b) Notwithstanding the foregoing, if an Acquisition Proposal informing them is made to GBC by a third party, GBC may provide information at the request of such third party and negotiate and enter into a definitive agreement with such third party, and GBC's Board of Directors may withdraw its favorable recommendation or recommend disapproval of this Agreement, but only on the condition that the Board of Directors no longer seeks of GBC determines, in good faith after consultation with counsel, that the making exercise of its fiduciary duties to GBC's shareholders under applicable law requires it to take such action; provided, that GBC and its Subsidiaries may not, in any Acquisition Proposalsevent, provide to such third party any information which it has not provided (or does not concurrently provide) to Cathay Bancorp. GBC shall promptly notify Cathay Bancorp orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries. This Section 5.17 shall not prohibit accurate disclosure by GBC in any document (including the Joint Proxy Registration Statement) or other disclosure under applicable law if, in the opinion of the Board of Directors of GBC, disclosure is appropriate under applicable law. No action duly taken by GBC or General Bank or their respective Boards of Directors pursuant to this Section 5.17(b) shall be deemed to be a breach of this Agreement. (c) PFSL agrees Neither Cathay Bancorp nor any of its Subsidiaries (i) shall solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate (including by way of the disclosing or furnishing of any information that it will is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to any Acquisition Proposal (as defined below) with respect to itself or any of its Subsidiaries or (ii) shall (A) solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate any inquiry or proposal, or (B) enter into any agreement, arrangement or understanding (whether written or oral) regarding any proposal or transaction providing for or requiring it to abandon, terminate or fail to consummate this Agreement, under any of the instances described in this Section 5.17(c). Cathay Bancorp shall immediately instruct and otherwise use its commercially reasonable best efforts to promptly inform cause its directors, officers, key employees, agents agents, advisors (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries), consultants and other representatives of the obligations undertaken in this Section 6.9to comply with such prohibitions. Cathay Bancorp shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to such activities. (d) Notwithstanding the provisions foregoing, Cathay Bancorp may provide information at the request of Section 6.9(a) or enter into negotiations with a third party with respect to an Acquisition Proposal if the Board of this AgreementDirectors of Cathay Bancorp determines, if any Person after the date of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, faith after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board exercise of directors to breach its fiduciary duties to PFSL and Cathay Bancorp's shareholders under applicable law requires it to take such action and, provided further, that neither Cathay Bancorp or its stockholders, and after consultation with its financial advisor, thenSubsidiaries may, in such caseany event, (i) PFSL may (A) furnish information about its business provide to such Person under protection of an appropriate confidentiality agreement containing customary limitations on third party any information which it has not provided (or does not concurrently provide) to GBC. Cathay Bancorp shall promptly notify GBC orally and in writing in the use event it receives any such inquiry or proposal and disclosure shall provide reasonable detail of all non-public written or oral information furnished relevant facts relating to such Personinquiries. Notwithstanding the terms hereof, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such Cathay Bancorp or Cathay Bank may entertain or solicit an Acquisition Proposal is for the acquisition by Cathay Bancorp or Cathay Bank of a Superior Proposal (defined below), PFSL’s board of directors may (subject financial institution having total assets not to the provisions of this Section 6.9) (A) withdraw exceed $500,000,000 but shall not enter into any definitive agreement or adversely modify its approval or recommendation of file any regulatory applications with respect thereto unless and until the Merger and recommend such Superior Proposal the Bank Merger has been consummated or this Agreement is terminated. This Section 5.17 shall not prohibit accurate disclosure by Cathay Bancorp in any document (Bincluding the Joint Proxy Registration Statement) terminate this Agreement, or other disclosure under applicable law if in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy the opinion of the Acquisition ProposalBoard of Directors of Cathay Bancorp, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal disclosure is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposedunder applicable law. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject to Section 6.9(dNeither CoVest (or any CoVest Subsidiary) of this Agreement, PFSL agrees that, from the date of this Agreement until the earlier of the Effective Date or the termination of this Agreement, neither it nor any of its affiliates, nor any of the officers and directors Representatives (as defined below) (i) shall solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate (including by way of it the disclosing or its affiliates shall, and furnishing of any information that it is not legally obligated to disclose or furnish) any inquiry or the making of any proposal relating to a Takeover Proposal (as defined below) or a potential Takeover Proposal with respect to CoVest or any CoVest Subsidiary or (ii) shall (A) solicit, initiate, participate in discussions of, or encourage or take any other action to facilitate any inquiry or proposal, or (B) enter into any agreement, arrangement, or understanding (whether written or oral), regarding any proposal or transaction providing for or requiring CoVest to abandon, terminate or fail to consummate the Table of Contents transactions contemplated by this Agreement, or compensating CoVest or any CoVest Subsidiary under any of the instances described in this clause. CoVest shall immediately instruct and otherwise use its reasonable best efforts to cause its CoVest’s and its affiliates’ each CoVest Subsidiary’s respective directors, officers, employees, agents and representatives agents, advisors (including any investment banker, attorney attorney, or accountant retained by it CoVest or any of its affiliatesCoVest Subsidiary), consultants and other representatives (the “Representatives”) not to, directly or indirectly, to comply with such prohibitions. Any action described in clauses (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, and (ii) have any discussion with or provide any confidential information or data of this Section 4.04(a) and in the following sentence taken by a Representative shall be deemed to any Person relating be an action taken by CoVest. Any breach of an Affiliate Agreement attached hereto as Exhibit 4.02 shall deemed to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter be a breach of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) PFSL agrees that it will, and will cause its officers, directors and representatives to, this Section 4.04(a). CoVest shall immediately cease and cause to be terminated terminated, and shall cause the Representatives to cease or terminate, any existing activities, discussions discussions, or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to such activities. CoVest shall promptly notify Midwest orally and in writing in the event CoVest or any Acquisition of the Representatives receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries. This Section shall not prohibit accurate disclosure by CoVest in any document, including the Proxy Statement, or other disclosure in each case to the extent required by applicable law if, pursuant to advice given by Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ L.L.C. (“BFKPN”), disclosure is required under applicable law as to the transactions contemplated hereby. Notwithstanding the foregoing, CoVest may provide information at the request of or enter into negotiations with a third party with respect to an unsolicited Takeover Proposal informing them that if the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL agrees that it will use reasonable best efforts to promptly inform its directorsCoVest determines, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board exercise of directors to breach its fiduciary duties to PFSL and its stockholdersthe CoVest Stockholders under applicable law, as advised by BFKPN, requires it to take such action, and after consultation with its financial advisorprovided further, thenthat CoVest may not, in any event, provide to such casethird party any information which it has not provided to Midwest. CoVest shall promptly notify Midwest orally and in writing in the event it receives any such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries or proposals, along with a summary of the advice provided by BFKPN. (b) “Takeover Proposal” shall, with respect to CoVest, mean any of the following: (i) PFSL may a merger or consolidation, or any similar transaction (Aother than the Merger) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on any company with either CoVest or any significant subsidiary (as defined in Rule 1.02 of Regulation S-X of the use and disclosure SEC) of all non-public written or oral information furnished to such PersonCoVest (a “Significant Subsidiary”), provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board a purchase, lease or other acquisition of directors determines that all or substantially all the assets of either CoVest or any Significant Subsidiary, (iii) a purchase or other acquisition of “beneficial ownership” by any “person” or “group” (as such an Acquisition Proposal is a Superior Proposal (terms are defined below), PFSL’s board in Section 13(d)(3) of directors may (subject to the provisions of this Section 6.9Securities Exchange Act) (Aincluding by way of merger, consolidation, share exchange, or otherwise) withdraw which would cause such person or adversely modify its approval group to become the beneficial owner of securities representing 9.9% or recommendation more of the Merger and recommend such Superior Proposal voting power of either CoVest or any Significant Subsidiary, (Biv) terminate a tender or exchange offer to acquire securities representing 9.9% or more of the voting power of CoVest, (v) a public proxy or consent solicitation made to CoVest Stockholders seeking proxies in opposition to any proposal relating to any of the transactions contemplated by this AgreementAgreement that has been recommended by the Board of Directors of CoVest, (vi) the filing of an application or notice with the Federal Reserve Board, the OCC or any other federal or state regulatory authority seeking approval to engage in each case, one or more of the transactions referenced in clauses (i) at any time after five through (5iv) Business Days following IBKC’c receipt above, or (vii) the making of a bona fide proposal to CoVest or the CoVest Stockholders by public announcement or written notice (a “Notice communication, that is or becomes the subject of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy public disclosure, to engage in one or more of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and transactions referenced in clauses (iii) subject to IBKC’s Right of First Refusal through (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholdersv) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposedabove. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject to Section 6.9(d) of this Agreement, PFSL agrees that, from From the date of this Agreement until the earlier of through the Effective Date Time, except as otherwise permitted by this Section 6.11, HBI will not, and will not authorize or the termination of this Agreement, neither it nor permit any of its affiliatesdirectors, nor any of the officers and directors of it or its affiliates shallofficers, and that it shall cause its and its affiliates’ agents, employees, agents and investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its affiliates“HBI Representatives”) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate take any action to facilitate, including by way of furnishing information, any Acquisition Proposal or any inquiries with respect to or the making of any Acquisition Proposal, (ii) have enter into or participate in any discussion with discussions or provide negotiations with, furnish any confidential information or data to any Person relating to an Acquisition ProposalHBI or any of the HBI Subsidiaries or afford access to the business, properties, assets, books or engage records of HBI or any of the HBI Subsidiaries, to otherwise cooperate in any negotiations concerning an Acquisition Proposalway with, or knowingly assist, participate in, facilitate or encourage any effort or attempt by any Third Party that is seeking to make or implement an Acquisition Proposal, (iii) approve or recommendmake, or propose publicly to approve or recommendhas made, any an Acquisition Proposal or (iviii) approve except in accordance with Section 8.1(f), approve, endorse or recommend, or propose to approve or recommend, or execute recommend or enter into any letter of intentintent or similar document or any contract, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement commitment contemplating or propose publicly or agree otherwise relating to do any of the foregoing related to any an Acquisition Proposal. (b) PFSL Notwithstanding anything in this Agreement to the contrary, HBI 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 HBI shall not withdraw or modify in a manner adverse to FNB the HBI Recommendation except as set forth in subsection (iii) below, (ii) to engage in any discussions or negotiations with, and provide any information to, any Third Party in response to a bona fide Acquisition Proposal by any such Third Party, if (x) HBI’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and, with respect to financial matters, its financial advisor that failure to do so would be reasonably likely to violate their fiduciary duties under applicable Law and that such Acquisition Proposal could reasonably be expected to lead to a Superior Proposal, (y) prior to providing any information or data to any Third Party in connection with such Acquisition Proposal by any such Third Party, HBI’s Board of Directors receives from such Third Party an executed confidentiality agreement, which confidentiality terms shall be no less favorable to HBI than those contained in the Confidentiality Agreement and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make the HBI Recommendation (the “Change in HBI Recommendation”) if HBI’s Board of Directors concludes in good faith, based on the information then available after consultation with outside counsel and, with respect to financial matters, its financial advisor, that failure to do so would be reasonably likely to violate their fiduciary duties under applicable Law. Notwithstanding any Change in HBI Recommendation, this Agreement shall be submitted to the shareholders of HBI at the HBI Shareholders’ Meeting for the purpose of voting on the approval of this Agreement and nothing contained herein shall be deemed to relieve HBI of such obligation; provided, however, that if the Board of Directors of HBI shall have effected a Change in HBI Recommendation, then the Board of Directors of HBI may submit this Agreement to HBI’s shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded), in which event the Board of Directors of HBI may communicate the basis for its lack of a recommendation to HBI’s shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by applicable Law. In addition to the foregoing, HBI shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (c) HBI will promptly, and in any event within twenty-four (24) hours, (i) notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall include the material terms and conditions of the Acquisition Proposal, and (ii) notify FNB in writing of any related developments, discussions and negotiations on a current basis; including any amendments to or revisions of the terms of such Acquisition Proposal. (d) HBI agrees that it will, and will use its reasonable best efforts to cause its officers, directors and representatives the HBI Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal informing them that the Board of Directors no longer seeks the making of any Acquisition ProposalsProposal. (ce) PFSL agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposed. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.:

Certain Actions. (a) Subject Except with respect to Section 6.9(d) of this Agreement, PFSL agrees that, from the date of this Agreement until and the earlier of transactions contemplated hereby and except as otherwise permitted in this Section 7.3, the Effective Date Company will not, and will not authorize or the termination of this Agreement, neither it nor permit any of its affiliatesdirectors, nor any of the officers and directors of it or its affiliates shallofficers, and that it shall cause its and its affiliates’ agents, employees, agents and investment bankers, attorneys, accountants, advisors, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its affiliates“Representatives”) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly take any action to facilitate (including by way of furnishing information) any Acquisition Proposal (as defined below) or any inquiries with respect to or the making of any Acquisition Proposal, (ii) have enter into or participate in any discussion with discussions or provide negotiations with, furnish any confidential information or data to any Person relating to an Acquisition Proposalthe Company or any of its Subsidiaries or afford access to the business, properties, assets, books or engage records of the Company or any of its Subsidiaries to, otherwise cooperate in any negotiations concerning an Acquisition Proposalway with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or attempt to make or implement has made, an Acquisition Proposal, (iii) approve approve, endorse or recommend, or propose publicly to approve or recommend, recommend any Acquisition Proposal or Proposal, (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intentintent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal, (v) fail to make, withdraw or modify in principlea manner adverse to Parent its recommendation to its shareholders referred to in Section 7.4 hereof, merger agreement, acquisition agreement, option agreement or other (vi) grant any waiver or release under any standstill or similar agreement or propose publicly or agree with respect to do any class of equity securities of the foregoing related to any Acquisition ProposalCompany. (b) PFSL Notwithstanding anything herein to the contrary, the Company and its Board of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal (provided that the Board of Directors of the Company shall not withdraw or modify in an adverse manner its approval recommendation referred to in Section 7.4 hereof except as set forth below), (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to a Superior Proposal (as defined below) by any such person, if and only to the extent that (x) the Company’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would constitute a breach of its fiduciary duties to the Company’s shareholders under applicable law, (y) prior to providing any information or data to any person in connection with a Superior Proposal by any such person, the Company’s Board of Directors receives from such person an executed confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreements and the Parent (a copy of which executed confidentiality agreement shall have been provided to the Parent for informational purposes), and (z) at least 72 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company notifies Parent in writing promptly of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its Representatives indicating, in connection with such notice, the name of such person and the material terms and conditions of any inquiries, proposals or offers, and (iii) to withdraw or modify in a manner adverse to Parent its recommendation to its shareholders referred to in Section 7.4 hereof in order to accept a Superior Proposal. The Company will promptly (and in any event within 24 hours) notify Parent in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (c) The Company agrees that it will, and will cause its officers, directors and representatives Representatives to, immediately cease and cause to be terminated any activities, discussions discussions, or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9Proposal. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposed. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.7.3:

Certain Actions. (a) Subject Except with respect to Section 6.9(d) of this Agreement, PFSL agrees that, from the date of this Agreement until and the earlier of transactions contemplated hereby and except as otherwise permitted in this Section 7.3, the Effective Date Company will not, and will not authorize or the termination of this Agreement, neither it nor permit any of its affiliatesdirectors, nor any of the officers and directors of it or its affiliates shallofficers, and that it shall cause its and its affiliates’ agents, employees, agents and investment bankers, attorneys, accountants, advisors, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its affiliates“Representatives”) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly take any action to facilitate (including by way of furnishing information) any Acquisition Proposal (as defined below) or any inquiries with respect to or the making of any Acquisition Proposal, (ii) have enter into or participate in any discussion with discussions or provide negotiations with, furnish any confidential information or data to any Person relating to an Acquisition Proposalthe Company or any of its Subsidiaries or afford access to the business, properties, assets, books or engage records of the Company or any of its Subsidiaries to, otherwise cooperate in any negotiations concerning an Acquisition Proposalway with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or attempt to make or implement has made, an Acquisition Proposal, (iii) approve approve, endorse or recommend, or propose publicly to approve or recommend, recommend any Acquisition Proposal or Proposal, (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intentintent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal, (v) fail to make, withdraw or modify in principlea manner adverse to Parent its recommendation to its shareholders referred to in Section 7.4 hereof, merger agreement, acquisition agreement, option agreement or other (vi) grant any waiver or release under any standstill or similar agreement or propose publicly or agree with respect to do any class of equity securities of the foregoing related to any Acquisition ProposalCompany. (b) PFSL Notwithstanding anything herein to the contrary, the Company and its Board of Directors shall be permitted (i) to comply with requirements under Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal (provided that the Board of Directors of the Company shall not withdraw or modify in an adverse manner its approval recommendation referred to in Section 7.4 hereof except as set forth below), (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to a Superior Proposal (as defined below) by any such person, if and only to the extent that (x) the Company’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would constitute a breach of its fiduciary duties to the Company’s shareholders under applicable law, (y) prior to providing any information or data to any person in connection with a Superior Proposal by any such person, the Company’s Board of Directors receives from such person an executed confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreements (a copy of which executed confidentiality agreement shall have been provided to Parent for informational purposes), and (z) at least 72 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company notifies Parent in writing promptly of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its Representatives indicating, in connection with such notice, the name of such person and the material terms and conditions of any inquiries, proposals or offers, and (iii) to withdraw or modify in a manner adverse to Parent its recommendation to its shareholders referred to in Section 7.4 hereof in order to accept a Superior Proposal. The Company will promptly (and in any event within 24 hours) notify Parent in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (c) The Company agrees that it will, and will cause its officers, directors and representatives Representatives to, immediately cease and cause to be terminated any activities, discussions discussions, or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9Proposal. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposed. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.7.3:

Certain Actions. (a) Subject Except with respect to Section 6.9(d) of this Agreement, PFSL agrees that, from the date of this Agreement until and the earlier of the Effective Date or the termination of this Agreementtransactions contemplated hereby, neither it no AFI Entity nor any of its affiliates, Affiliate thereof nor any of the officers and directors of it or its affiliates shall, and that it shall cause its and its affiliates’ employees, agents and representatives (including any investment banker, attorney or accountant Representatives thereof retained by it or any of its affiliates) not to, AFI Entity shall directly or indirectly, indirectly (i) solicit, initiate, solicitinduce, or encourage (including by way of furnishing information), or knowingly facilitate take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes an Acquisition Proposal, (ii) have participate in any discussion with discussions or provide negotiations regarding any confidential Acquisition Proposal or furnish, or otherwise afford access, to any Person any information or data with respect to any Person AFI or otherwise relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve release any Person from, waive any provisions of, or recommendfail to enforce any confidentiality agreement or standstill agreement to which AFI is a party, (iv) enter into any agreement regarding or that could reasonably be expected to lead to any Acquisition Proposal, or (v) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal. Any violation of the foregoing restrictions by any AFI Entity or any Representatives thereof, whether or not such Representatives are so authorized and whether or not such Representatives are purporting to act on behalf of an AFI Entity or otherwise, shall be deemed to be a breach of this Agreement by AFI. AFI shall, and shall cause each of AFI’s Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Acquisition Proposal. (b) AFI and Anderen Bank shall promptly, but in no event more than 24 hours, advise Bancorp following the receipt of any Acquisition Proposal and the details thereof (including amendments or proposed amendments) and advise Bancorp of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. AFI and Anderen Bank shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, (ii) direct and use its reasonable best efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing, and (iii) use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any such activities, discussions, negotiations or Acquisition Proposal. AFI and Anderen Bank will take all actions necessary or advisable to inform the officers, directors, employees, agents, Representatives, and Affiliates of each AFI Entity of the obligations undertaken in this Section 7.7, and it is understood that any violation of this Section 7.7 by any such individuals or entities shall be deemed to be a breach of this Section 7.7 by AFI. (c) Neither the Board of Directors of any AFI Entity nor any committee thereof shall (i) withdraw, modify or qualify, or propose publicly to approve withdraw, modify or recommendqualify, in a manner adverse to Bancorp, the approval of the Agreement, the Mergers or the AFI Recommendation or take any Acquisition Proposal action or make any statement in connection with the Shareholders’ Meeting inconsistent with such approval or AFI Recommendation (ivcollectively, a “Change in the AFI Recommendation”), (ii) approve or recommend, or propose to approve or recommend, or execute fail to recommend against, any Acquisition Proposal, or (iii) enter into (or permit Anderen Bank to enter into) any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing (A) related to any Acquisition Proposal. Proposal or (bB) PFSL agrees that it willrequiring AFI or Anderen Bank to abandon, and will cause its officers, directors and representatives to, immediately cease and cause terminate or fail to be terminated consummate the Mergers or any activities, discussions or negotiations existing as of the date of other transaction contemplated by this Agreement except in accordance with any parties conducted heretofore its terms. If AFI shall take a neutral position or no position with respect to any an Acquisition Proposal informing them that the Board in connection with any formal communications to shareholders or Regulatory Authorities, then such position shall be considered a breach of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.97.7(c). (d) Notwithstanding the provisions of Nothing contained in this Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL may (A) furnish 7.7 shall prohibit AFI from communicating information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board of directors may (subject to its shareholders if and to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, extent that it is required to do so in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject order to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC comply with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposedapplicable Law. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject to Section 6.9(d) of this Agreement, PFSL agrees that, from From the date of this Agreement until the earlier of through the Effective Date or the termination of Time, except as otherwise permitted by this AgreementSection 6.8, neither it GLB nor BVCC will authorize or permit any of its affiliatestheir respective directors, nor any of the officers and directors of it or its affiliates shallofficers, and that it shall cause its and its affiliates’ agents, employees, agents and investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its affiliates"Representatives") not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate take any action to facilitate, including by way of furnishing information, any Acquisition Proposal (as defined below) or any inquiries with respect to or the making of any Acquisition Proposal, (ii) have enter into or participate in any discussion with discussions or provide negotiations with, furnish any confidential information or data to any Person relating to an Acquisition ProposalGLB or BVCC, as the case may be, nor any of their respective Subsidiaries or afford access to the business, properties, assets, books or records of GLB or BVCC, as the case may be, or engage any of their respective Subsidiaries to, otherwise cooperate in any negotiations concerning an Acquisition Proposalway with, or knowingly assist, participate in, facilitate or encourage any effort or attempt by any third party that is seeking to make or implement an Acquisition Proposal, (iii) approve or recommendmake, or propose publicly to approve or recommendhas made, any an Acquisition Proposal or (iviii) approve approve, endorse or recommend, or propose to approve or recommend, or execute recommend or enter into any letter of intentintent or similar document or any contract, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement commitment contemplating or propose publicly or agree otherwise relating to do any of the foregoing related to any an Acquisition Proposal. (b) PFSL agrees Notwithstanding anything herein to the contrary, GLB and BVCC and their respective Boards of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Boards of Directors of GLB and BVCC shall not withdraw or modify in a manner adverse to BVCC or GLB, as the case may be, the BVCC Approval Recommendation or the GLB Approval Recommendation, as the case may be, except as set forth in subsection (iii) below; (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to a Superior Proposal (as defined below) by any such person, if and only to the extent that (x) GLB's Board of Directors or BVCC's Board of Directors, as the case may be, concludes in good faith, after consultation with outside counsel, that failure to do so would breach its fiduciary duties to its stockholders under applicable law, (y) prior to providing any information or data to any person in connection with a Superior Proposal by any such person, GLB's or BVCC's respective Board of Directors, as the case may be, receives from such person an executed confidentiality agreement, which confidentiality terms shall be no less favorable to GLB or BVCC, as the case may be, than those contained in the Confidentiality Agreements between GLB and BVCC, a copy of which executed confidentiality agreement shall have been provided to BVCC or GLB, as the case may be, for informational purposes, and (z) at least 72 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, GLB or BVCC, as the case may be, promptly notifies the other in writing of the name of such person and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to BVCC or GLB, as the case may be, condition or refuse to make the BVCC or GLB Approval Recommendation, as the case may be, (the "Change in GLB Recommendation" or "Change in BVCC Recommendation") if GLB's or BVCC's Board of Directors, as the case may be, concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so would breach its fiduciary duties to its stockholders under applicable law. (c) GLB and BVCC will promptly, and in any event within 24 hours, notify the other in writing of its receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) GLB and BVCC each agree that it will, and will cause its officers, directors and representatives 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 informing them that the Board of Directors no longer seeks the making of any Acquisition ProposalsProposal. (ce) PFSL agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9. (d) Notwithstanding the provisions of Section 6.9(a) For purposes of this Agreement: (i) The term "Acquisition Proposal" means any inquiry, if proposal or offer, filing of any Person regulatory application or notice, whether in draft or final form, or disclosure of an intention to do any of the foregoing from any person relating to any (w) direct or indirect acquisition or purchase of a business that constitutes a substantial portion of the net revenues, net income or net assets of GLB or any of its Subsidiaries or BVCC or any of its Subsidiaries with the exception of the potential sale of BVAC on substantially the same terms and conditions as those that are set forth in a draft definitive agreement relating to such potential sale, which draft definitive agreement has been made available to GLB in a redacted format, (x) direct or indirect acquisition or purchase of GLB Common Stock or BVCC Common Stock after the date of this Agreement submits to PFSL’s board by a Person who on the date of directors an unsolicited, bona fide, written Acquisition Proposal, this Agreement does not own 10% or more of GLB's Common Stock or BVCC's Common Stock and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions by reason of such Superior Proposal, and (ii) subject to IBKC’s Right purchase or acquisition first becomes the owner of First Refusal (defined below). In 10% or more of GLB's Common Stock or BVCC's Common Stock after the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes date of this Agreement, “Superior Proposal” means (y) tender offer or exchange offer that if consummated would result in any unsolicitedperson beneficially owning 10% or more of any class of Equities Securities of GLB or BVCC or (z) merger, bona fideconsolidation, written Acquisition Proposal for consideration consisting of cash and/or securitiesbusiness combination, and otherwise on terms which PFSL’s board of directors determinesrecapitalization, after consultation with its financial advisorliquidation, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view dissolution or similar transaction involving GLB or BVCC other than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted Transaction contemplated by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposedAgreement. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject to Section 6.9(d) of this AgreementWithout limiting ANA’s other obligations hereunder, PFSL ▇▇▇ agrees that, from the date of this Agreement until the earlier of the Effective Date Time or the termination of this Agreement, neither it nor any of its Subsidiaries or affiliates, nor any of the officers and directors of it or its Subsidiaries or affiliates shall, and that it shall cause its and its Subsidiaries’ and affiliates’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its affiliatesSubsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) PFSL Notwithstanding the foregoing, ▇▇▇ shall be permitted (i) to the extent applicable, to comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal and (ii) to engage in any discussions or negotiations with, or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that, in any such case referred to in clause (ii), (A) its Shareholders Meeting shall not have occurred, (B), it has received an unsolicited bona fide written Acquisition Proposal from a third party and its Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal, (C) its Board of Directors, after consultation with outside counsel, determines in good faith that such action is necessary for the Board of Directors to comply with its fiduciary duties under applicable law, (D) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, its Board of Directors receives from such Person an executed confidentiality agreement having provisions that are customary in such agreements, as advised by counsel, provided that if such confidentiality agreement contains provisions that are less restrictive with respect to disclosure of confidential information of ▇▇▇ than the comparable provision, or omits restrictive provisions with respect to disclosure of confidential information of ▇▇▇, contained in the Confidentiality Agreement, then the Confidentiality Agreement will be deemed to be amended to contain only such less restrictive provisions or to omit such restrictive provisions, as the case may be, and (E) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, ▇▇▇ notifies IBKC promptly (within at least two days) of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives, indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or offers. (c) ▇▇▇ agrees that it will promptly keep IBKC informed of the status and terms of any such proposals or offers (promptly providing copies of such proposals and changes therein) and the status and terms of any such discussions or negotiations and will not enter into any confidentiality arrangements that prevent such activities. Before ▇▇▇ may take any action specified in clause (b)(ii) above, ▇▇▇ shall give IBKC at least two (2) business days’ notice, and shall not have received a proposal from IBKC which is superior to the third party proposal under consideration. (d) ▇▇▇ agrees that it will, and will cause its officers, directors and 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 Proposal, informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (ce) PFSL ▇▇▇ agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9. . Nothing in this Section 6.9 shall (dx) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of permit ▇▇▇ to terminate this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines (except as specifically provided in good faith, after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in such caseArticle IX hereof), (iy) PFSL may affect any other obligation of ▇▇▇ under this Agreement or (Az) furnish information about its business except with regard to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is determined by the Board of Directors of ▇▇▇ to be a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying permit ▇▇▇ to submit to the material terms and conditions vote of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting its stockholders any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view other than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposedMerger. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject Cidco hereby approves of and consents to Section 6.9(dthe Offer and represents and warrants that Cidco's Board of Directors (at a meeting duly called and held) has (A) unanimously determined that each of this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable, fair to and in the best interests of Cidco and its stockholders, (B) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger recommending that the holders of Shares accept the Offer and approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby, (C) resolved to elect not to be subject to and to not cause Cidco to avail itself of any State Anti-Takeover Law that is or purports to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement, PFSL agrees that, from the date (D) taken all steps necessary or appropriate to render any other provision of Delaware or California law concerning transactions with interested stockholders inapplicable to this Agreement until and to the earlier transactions contemplated hereby and thereby, including the Offer and the Merger, (E) subject to Section 5.8 hereof, resolved to recommend that the holders of Shares accept the Offer and tender all of their Shares pursuant thereto and approve the Merger, and (F) approved any increase in the size of Cidco's Board of Directors required by Section 1.4 hereof and, subject to compliance with Section 14(f) of the Effective Date or Exchange Act, approved the termination appointment of this Agreement, neither it nor any of its affiliates, nor any of the officers and directors of it or its affiliates shall, and that it shall cause its and its affiliates’ employees, agents and representatives EarthLink's Designees (including any investment banker, attorney or accountant retained by it or any of its affiliates) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage as defined in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition ProposalSection 1.4). (b) PFSL agrees Cidco has been advised that it will, and will cause each of its officers, directors and representatives to, immediately cease executive officers and cause certain stockholders shall tender pursuant to be terminated any activities, discussions or negotiations existing the Offer all Shares owned of record and beneficially by such director and executive officer and certain stockholders as of this date and hereafter acquired, except to the date extent of this Agreement with any parties conducted heretofore with respect restrictions created by Section 16(b) of the Exchange Act as advised by counsel. Cidco hereby consents to any Acquisition Proposal informing them that the inclusion in the Offer Documents of the recommendation of its Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL agrees that it will use reasonable best efforts referred to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.91. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposed. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject to Section 6.9(d) of this AgreementWithout limiting ANA's other obligations hereunder, PFSL ▇▇▇ agrees that, from the date of this Agreement until the earlier of the Effective Date Time or the termination of this Agreement, neither it nor any of its Subsidiaries or affiliates, nor any of the officers and directors of it or its Subsidiaries or affiliates shall, and that it shall cause its and its Subsidiaries' and affiliates’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its affiliatesSubsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) PFSL Notwithstanding the foregoing, ▇▇▇ shall be permitted (i) to the extent applicable, to comply with Rule 14d-9 and Rule 14e- 2 under the Exchange Act with regard to an Acquisition Proposal and (ii) to engage in any discussions or negotiations with, or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that, in any such case referred to in clause (ii), (A) its Shareholders Meeting shall not have occurred, (B), it has received an unsolicited bona fide written Acquisition Proposal from a third party and its Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal, (C) its Board of Directors, after consultation with outside counsel, determines in good faith that such action is necessary for the Board of Directors to comply with its fiduciary duties under applicable law, (D) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, its Board of Directors receives from such Person an executed confidentiality agreement having provisions that are customary in such agreements, as advised by counsel, provided that if such confidentiality agreement contains provisions that are less restrictive with respect to disclosure of confidential information of ▇▇▇ than the comparable provision, or omits restrictive provisions with respect to disclosure of confidential information of ▇▇▇, contained in the Confidentiality Agreement, then the Confidentiality Agreement will be deemed to be amended to contain only such less restrictive provisions or to omit such restrictive provisions, as the case may be, and (E) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, ▇▇▇ notifies IBKC promptly (within at least two days) of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives, indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or offers. (c) ▇▇▇ agrees that it will promptly keep IBKC informed of the status and terms of any such proposals or offers (promptly providing copies of such proposals and changes therein) and the status and terms of any such discussions or negotiations and will not enter into any confidentiality arrangements that prevent such activities. Before ▇▇▇ may take any action specified in clause (b)(ii) above, ▇▇▇ shall give IBKC at least two (2) business days' notice, and shall not have received a proposal from IBKC which is superior to the third party proposal under consideration. (d) ▇▇▇ agrees that it will, and will cause its officers, directors and 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 Proposal, informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (ce) PFSL ▇▇▇ agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.96. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposed. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject to Section 6.9(d) of this Agreement, PFSL agrees that, from From the date of this Agreement until the earlier of through the Effective Date or the termination of Time, except as otherwise permitted by this AgreementSection 6.8, neither it GLB nor BVCC will authorize or permit any of its affiliatestheir respective directors, nor any of the officers and directors of it or its affiliates shallofficers, and that it shall cause its and its affiliates’ agents, employees, agents and investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its affiliates"Representatives") not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate take any action to facilitate, including by way of furnishing information, any Acquisition Proposal (as defined below) or any inquiries with respect to or the making of any Acquisition Proposal, (ii) have enter into or participate in any discussion with discussions or provide negotiations with, furnish any confidential information or data to any Person relating to an Acquisition ProposalGLB or BVCC, as the case may be, nor any of their respective Subsidiaries or afford access to the business, properties, assets, books or records of GLB or BVCC, as the case may be, or engage any of their respective Subsidiaries to, otherwise cooperate in any negotiations concerning an Acquisition Proposalway with, or knowingly assist, participate in, facilitate or encourage any effort or attempt by any third party that is seeking to make or implement an Acquisition Proposal, (iii) approve or recommendmake, or propose publicly to approve or recommendhas made, any an Acquisition Proposal or (iviii) approve approve, endorse or recommend, or propose to approve or recommend, or execute recommend or enter into any letter of intentintent or similar document or any contract, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement commitment contemplating or propose publicly or agree otherwise relating to do any of the foregoing related to any an Acquisition Proposal. (b) PFSL agrees Notwithstanding anything herein to the contrary, GLB and BVCC and their respective Boards of Directors shall be permitted (i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal provided that the Boards of Directors of GLB and BVCC shall not withdraw or modify in a manner adverse to BVCC or GLB, as the case may be, the BVCC Approval Recommendation or the GLB Approval Recommendation, as the case may be, except as set forth in subsection (iii) below; (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to a Superior Proposal (as defined below) by any such person, if and only to the extent that (x) GLB's Board of Directors or BVCC's Board of Directors, as the case may be, concludes in good faith, after consultation with outside counsel, that failure to do so would breach its fiduciary duties to its stockholders under applicable law, (y) prior to providing any information or data to any person in connection with a Superior Proposal by any such person, GLB's or BVCC's respective Board of Directors, as the case may be, receives from such person an executed confidentiality agreement, which confidentiality terms shall be no less favorable to GLB or BVCC, as the case may be, than those contained in the Confidentiality Agreements between GLB and BVCC, a copy of which executed confidentiality agreement shall have been provided to BVCC or GLB, as the case may be, for informational purposes, and (z) at least 72 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, GLB or BVCC, as the case may be, promptly notifies the other in writing of the name of such person and the material terms and conditions of any such Superior Proposal and (iii) to withdraw, modify, qualify in a manner adverse to BVCC or GLB, as the case may be, condition or refuse to make the BVCC or GLB Approval Recommendation, as the case may be, (the "Change in GLB Recommendation" or "Change in BVCC Recommendation") if GLB's or BVCC's Board of Directors, as the case may be, concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so would breach its fiduciary duties to its stockholders under applicable law. (c) GLB and BVCC will promptly, and in any event within 24 hours, notify the other in writing of its receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (d) GLB and BVCC each agree that it will, and will cause its officers, directors and representatives 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 informing them that the Board of Directors no longer seeks the making of any Acquisition ProposalsProposal. (ce) PFSL agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposed. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.:

Certain Actions. (a) Subject to Section 6.9(d) of this Agreement, PFSL OMNI agrees that, from the date of this Agreement until the earlier of the Effective Date or the termination of this Agreement, neither it nor any of its affiliates, nor any of the officers and directors of it or its affiliates shall, and that it shall cause its and its affiliates’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its affiliates) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) PFSL OMNI agrees that it will, and will cause its officers, directors and 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 informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL OMNI agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits to PFSLOMNI’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSLOMNI’s board of directors reasonably determines in good faith, after consultation with receipt of advice from outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSLOMNI’s board of directors to breach its fiduciary duties to PFSL OMNI and its stockholdersshareholders, and after consultation with its financial advisor, then, in such case, (i) PFSL OMNI may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL OMNI must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSLOMNI’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSLOMNI’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c IBKC’s receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSLOMNI’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL OMNI shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSLOMNI’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSLOMNI’s stockholders shareholders (in their capacities as stockholdersshareholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL OMNI reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposed. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL OMNI to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL OMNI shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL OMNI pursuant to Section 9.2 hereof.

Certain Actions. (aA) Subject Except with respect to Section 6.9(d) of this Agreement, PFSL agrees that, from the date of this Agreement until and the earlier of the Effective Date or the termination of this Agreementtransactions contemplated hereby, neither it WWB, WWB Bank nor any of its affiliatestheir directors, nor any of officers, agents, affiliates (as such term is used in Rule 12b-2 under the officers and directors of it Exchange Act) or its affiliates shall, and that it shall cause its and its affiliates’ employees, agents and representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its affiliates“Representatives”) not toshall, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries with respect to or the making of any Acquisition ProposalProposal (as defined below). (B) Notwithstanding anything herein to the contrary, (ii) have WWB and its Board of Directors shall be permitted to engage in any discussion with discussions or negotiations with, or provide any confidential information to, any person in response to an unsolicited bona fide written Acquisition Proposal by any such person, if and only to the extent that (a) WWB’s Board of Directors concludes in good faith and, after consultation with counsel with respect to its fiduciary duties to WWB’s shareholders under applicable law, that such Acquisition Proposal would reasonably be expected to result in a Superior Proposal (as defined below), (b) prior to providing any information or data to any Person relating to person in connection with an Acquisition ProposalProposal by any such person, WWB’s Board of Directors receives from such person an executed confidentiality agreement, and (c) prior to providing any information or data to any person or entering into discussions or negotiations with any person, WWB’s Board of Directors notifies Heritage promptly of such inquiries, proposals, or engage in offers received by, any negotiations concerning an Acquisition Proposalsuch information requested from, or knowingly facilitate any effort such discussions or attempt negotiations sought to make be initiated or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommendcontinued with, any Acquisition Proposal of its Representatives indicating, in connection with such notice, the name of such person and the material terms and conditions of any inquiries, proposals or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposaloffers. (bC) PFSL WWB agrees that it will, and will cause its officers, directors and representatives Representatives to, immediately cease and cause to be terminated any activities, discussions discussions, or negotiations existing as of the date of this Agreement Execution Date with any parties conducted heretofore with respect to any Acquisition Proposal informing them that the Board of Directors no longer seeks the making of any Acquisition ProposalsProposal. (cD) PFSL agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposed. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.5.18:

Certain Actions. (a) Subject to Section 6.9(d6.8(d) of this Agreement, PFSL FGBC agrees that, from the date of this Agreement until the earlier of the Effective Date or the termination of this Agreement, neither it nor any of its affiliatesSubsidiaries, nor any of the officers and directors of it or its affiliates Subsidiaries shall, and that it shall cause its and its affiliatesSubsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its affiliatesSubsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) PFSL FGBC agrees that it will, and will cause its officers, directors and 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 (other than IBKC) with respect to any Acquisition Proposal informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL FGBC agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.96.8. (d) Notwithstanding the provisions of Section 6.9(a6.8(a) of this Agreement, if any Person after the date of this Agreement submits to PFSLFGBC’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSLFGBC’s board of directors reasonably determines in good faith, after consultation with receipt of advice from outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSLFGBC’s board of directors to breach its fiduciary duties to PFSL FGBC and its stockholdersshareholders, and after consultation with its financial advisor, then, in such case, (i) PFSL FGBC may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL FGBC must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSLFGBC’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSLFGBC’s board of directors may (subject to the provisions of this Section 6.96.8) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c IBKC’s receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSLFGBC’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL FGBC shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSLFGBC’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSLFGBC’s stockholders shareholders (in their capacities as stockholdersshareholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d6.8(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL FGBC reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposed. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL FGBC to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL FGBC shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL FGBC pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject to Section 6.9(d) of this Agreement, PFSL agrees that, from From the date of this Agreement until the earlier of through the Effective Date Time, except as otherwise permitted by this Section 6.11, MBI will not, and will not authorize or the termination of this Agreement, neither it nor permit any of its affiliatesdirectors, nor any of the officers and directors of it or its affiliates shallofficers, and that it shall cause its and its affiliates’ agents, employees, agents and investment bankers, attorneys, accountants, advisors, agents, Affiliates or representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its affiliates“MBI Representatives”) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate take any action to facilitate, including by way of furnishing information, any Acquisition Proposal, as defined in Section 6.11(e)(i), or any inquiries with respect to or the making of any Acquisition Proposal, (ii) have enter into or participate in any discussion with discussions or provide negotiations with, furnish any confidential information or data to any Person relating to an Acquisition ProposalMBI or any of the MBI Subsidiaries or afford access to the business, properties, assets, books or engage records of MBI or any of the MBI Subsidiaries, to otherwise cooperate in any negotiations concerning an Acquisition Proposalway with, or knowingly assist, participate in, facilitate or encourage any effort or attempt by any third party that is seeking to make or implement an Acquisition Proposal, (iii) approve or recommendmake, or propose publicly to approve or recommendhas made, any an Acquisition Proposal or (iviii) approve except in accordance with Section 8.1(h), approve, endorse or recommend, or propose to approve or recommend, or execute recommend or enter into any letter of intentintent or similar document or any contract, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement commitment contemplating or propose publicly or agree otherwise relating to do any of the foregoing related to any an Acquisition Proposal. (b) PFSL Notwithstanding anything in this Agreement to the contrary, MBI 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 MBI shall not withdraw or modify in a manner adverse to FNB the MBI (d) MBI agrees that it will, and will use its reasonable best efforts to cause its officers, directors and representatives the MBI Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL agrees that it will use reasonable best efforts to Proposal. MBI or its Representatives shall promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits instruct each Person which has heretofore executed a confidentiality agreement relating to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board with or for the benefit of directors MBI to breach promptly return or destroy all information, documents and materials relating to an Acquisition Proposal or to MBI or its fiduciary duties to PFSL and businesses, operations or affairs heretofore furnished by MBI or any of its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL may (A) furnish information about its business Representatives to such Person under protection or any of an appropriate such Person’s Representatives in accordance with the terms of any confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to with such Person, and to destroy all summaries, analyses (Be) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement: (i) The term “Acquisition Proposal” means any inquiry, proposal or offer, filing of any regulatory application or notice, whether in draft or final form, or disclosure of an intention to do any of the foregoing by or from any Person relating to any (A) direct or indirect acquisition or purchase of a business that constitutes 20% or more of the total revenues, net income or total assets of MBI and the MBI Subsidiaries, taken as a whole, (B) direct or indirect acquisition or purchase of MBI Common Shares after the date of this Agreement by a Person who on the date of this Agreement does not own 20% or more of MBI Common Shares and such Person by reason of such purchase or acquisition first becomes the owner of 20% or more of MBI Common Shares after the date of this Agreement, (C) tender offer or exchange offer that if consummated would result in any Person beneficially owning 20% or more of any class of equity securities of MBI or (D) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving MBI other than the transactions this Agreement contemplates. (ii) The term “Superior Proposal” means any unsolicited, bona fide, unsolicited written Acquisition Proposal made by a Third Party to acquire more than 50% of the combined voting power of the MBI Common Shares then outstanding or all or substantially all of MBI’s consolidated assets for consideration consisting of cash and/or securities, and otherwise securities that is on terms which PFSL’s board that the Board of directors determinesDirectors of MBI in good faith concludes, based on the information then available after consultation with its financial advisoradvisors and outside counsel, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or taking into account, among other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d)things, an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capableall legal, from a financial, regulatory and other appropriate perspectivesaspects of the proposal and the Person making the proposal, including any break-up fees, expense reimbursement provisions and conditions to consummation, (A) is on terms that the Board of consummating such Acquisition Proposal on Directors of MBI in its good faith judgment believes to be more favorable to MBI than the terms proposed. Merger, (e) IBKC shall have the right (“Right of First Refusal”B) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specifiedwhich financing, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations extent required, is then fully committed or reasonably determined to be available by the Board of PFSL pursuant to Section 9.2 hereofDirectors of MBI and (C) is reasonably capable of being completed.

Certain Actions. (a) Subject Except with respect to Section 6.9(d) of this Agreement, PFSL agrees that, from the date of this Agreement until and the earlier of the Effective Date or the termination of this Agreementtransactions contemplated hereby, neither it no FAHC Entity nor any of its affiliates, Affiliate thereof nor any of the officers and directors of it or its affiliates shall, and that it shall cause its and its affiliates’ employees, agents and representatives (including any investment banker, attorney or accountant Representatives thereof retained by it or any of its affiliates) not to, FAHC Entity shall directly or indirectly, indirectly (i) solicit, initiate, solicitinduce, or encourage (including by way of furnishing information), or knowingly facilitate take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes an Acquisition Proposal, (ii) have participate in any discussion with discussions or provide negotiations regarding any confidential Acquisition Proposal or furnish, or otherwise afford access, to any Person any information or data with respect to any Person FAHC or otherwise relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve release any Person from, waive any provisions of, or recommendfail to enforce any confidentiality agreement or standstill agreement to which any FAHC Entity is a party, (iv) enter into any agreement regarding or that could reasonably be expected to lead to any Acquisition Proposal, or (v) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal. Any violation of the foregoing restrictions by any FAHC Entity or any Representatives thereof, whether or not such Representatives are so authorized and whether or not such Representatives are purporting to act on behalf of a FAHC Entity or otherwise, shall be deemed to be a breach of this Agreement by FAHC. FAHC shall, and shall cause each of FAHC’s Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Acquisition Proposal. (b) FAHC and Bank shall promptly, but in no event more than 24 hours, advise HCBF following the receipt of any Acquisition Proposal and the details thereof (including amendments or proposed amendments) and advise HCBF of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. FAHC and Bank shall (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, (ii) direct and use its reasonable best efforts to cause all of its Affiliates and Representatives not to engage in any of the foregoing, and (iii) use its reasonable best efforts to enforce any confidentiality or similar agreement relating to any such activities, discussions, negotiations or Acquisition Proposal. FAHC and Bank will take all actions necessary or advisable to inform the officers, directors, employees, agents, Representatives, and Affiliates of each FAHC Entity of the obligations undertaken in this Section 7.7, and it is understood that any violation of this Section 7.7 by any such individuals or entities shall be deemed to be a breach of this Section 7.7 by FAHC. (c) Subject to Section 7.7(d) of this Agreement, neither the Board of Directors of any FAHC Entity nor any committee thereof shall (i) withdraw, modify or qualify, or propose publicly to approve withdraw, modify or recommendqualify, in a manner adverse to HCBF, the approval of the Agreement, the Mergers or the FAHC Recommendation or take any Acquisition Proposal action or make any statement in connection with the Shareholders’ Meeting inconsistent with such approval or FAHC Recommendation (ivcollectively, a “Change in the FAHC Recommendation”), (ii) approve or recommend, or propose to approve or recommend, or execute fail to recommend against, any Acquisition Proposal, or (iii) enter into (or permit FAHC or Bank to enter into) any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing (A) related to any Acquisition Proposal. Proposal or (bB) PFSL agrees that it willrequiring FAHC or Bank to abandon, and will cause terminate or fail to consummate the Mergers or any other transaction contemplated by this Agreement except in accordance with its officers, directors and representatives to, immediately cease and cause terms. Subject to be terminated any activities, discussions or negotiations existing as of the date Section 7.7(d) of this Agreement with any parties conducted heretofore Agreement, if FAHC shall take a neutral position or no position with respect to any an Acquisition Proposal informing them that the Board in connection with any formal communications to shareholders or Regulatory Authorities, then such position shall be considered a breach of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.97.7(c). (d) Notwithstanding anything to the provisions contrary herein, prior to the time the approval by the FAHC shareholders at the Shareholders’ Meeting is obtained, the FAHC Board of Section 6.9(a) of this AgreementDirectors may, if any Person in connection with a bona fide written Acquisition Proposal, which Acquisition Proposal was made after the date of this Agreement submits (or that was made prior to PFSL’s board the date of directors an unsolicitedthis Agreement and remade after the date of this Agreement) and that did not result from any breach of this Section 7.7, bona fide, written make a Change in the FAHC Recommendation or terminate this Agreement pursuant to Section 9.1(i) to enter into a definitive merger agreement or other definitive purchase or acquisition agreement with respect to such Acquisition Proposal, if and PFSL’s board only if, prior to taking such action, FAHC has complied with its obligations under this Section 7.7 and the FAHC Board of directors reasonably determines Directors has determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors constitutes a FAHC Superior Proposal; provided, however, that prior to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in taking any such case, action (i) PFSL may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) FAHC has given HCBF at any time after least five (5) Business Days following IBKC’c receipt of prior written notice of its intention to take such action (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of which notice shall specify the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material Material terms and conditions of any such FAHC Superior Proposal, including the identity of the party making such FAHC Superior Proposal) and has contemporaneously provided a copy to HCBF of all written materials (including all transaction agreements and related documents) with or from the party making such FAHC Superior Proposal, (ii) subject FAHC has negotiated, and has caused its Representatives to IBKC’s Right negotiate, in good faith with HCBF during such notice period to the extent HCBF wishes to negotiate, to enable HCBF to revise the terms of First Refusal this Agreement such that it would cause such FAHC Superior Proposal to no longer constitute a FAHC Superior Proposal and (defined below)iii) following the end of such notice period, the FAHC Board of Directors shall have considered in good faith any changes to this Agreement proposed in writing by HCBF, and shall have determined that the FAHC Superior Proposal would continue to constitute a FAHC Superior Proposal if such revisions were to be given effect. In the event IBKC elects not of any Material revisions to exercise an Acquisition Proposal that could have an impact, influence or other effect on the Right FAHC Board of First RefusalDirectors’ decision or discussion with respect to whether such proposal is a FAHC Superior Proposal, PFSL FAHC shall provide IBKC with deliver a final new written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect HCBF pursuant to the provisions of Section 9.2 foregoing clause (or other revised proposal submitted by IBKC). For i) and again comply with the purposes requirements of this Section 6.9(d)7.7(d) with respect to such new written notice; provided, an Acquisition Proposal however, that references herein to the five Business Day period shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from deemed to be references to a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposedthree Business Day period with respect thereto. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject to Section 6.9(d) of this Agreement, PFSL The Company agrees that, from the date of this Agreement until the earlier of the Effective Date or the termination of this Agreement, neither that it nor any of its affiliates, nor any of the officers and directors of it or its affiliates shallshall not, and that it shall use its best efforts to cause its and its affiliates’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its affiliatesit) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, or any purchase or sale of the assets of the Company, or any purchase or sale of, or tender exchange offer for, the equity securities of the Company that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 10% or more of the total voting power of the Company (any such proposal, offer or transaction being hereinafter referred to as an "Acquisition Proposal"), (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal Proposal, or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) PFSL agrees that it will, . The Company shall immediately instruct and will otherwise use its reasonable best efforts to cause its directors, officers, directors employees, agents, the Company (including, without limitation, any investment banker, attorney, or accountant retained by it), consultants and other representatives to, to comply with such prohibitions. The Company shall immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to such activities. The Company shall promptly notify Buyer orally and in writing in the event it receives any Acquisition Proposal informing them that the Board such inquiry or proposal and shall provide reasonable detail of Directors no longer seeks the making of any Acquisition Proposalsall relevant facts relating to such inquiries. (c) PFSL agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9. (db) Notwithstanding the provisions of Section 6.9(a) of this Agreementforegoing, the Board shall be permitted to engage in any discussions or negotiations with or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if any Person the Board, in its good faith judgment and after receipt of the date written advice of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, determines that the failure to provide such information or engage in discussions such action would result in the members of the Board breaching their fiduciary duties under applicable law, and clauses (iii) and (iv) of Section 7.15(a) shall not be applicable with such Person concerning regard to an Acquisition Proposal, if and only to the extent that, the Board concludes in good faith that such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is constitutes a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this AgreementSection 7.15, “the term "Superior Proposal” means any unsolicited" means, with respect to the Company, a bona fide, fide written Acquisition Proposal for consideration consisting of cash and/or securities, the Company made by a Person (other than Buyer or any affiliates thereof) and otherwise which is on terms which PFSL’s board that the Board in good faith concludes (following receipt of directors determines, after consultation with the advice of its financial advisoradvisors and outside counsel), are taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal would, if consummated, result in a transaction that is more favorable to PFSL’s stockholders (in their capacities as its stockholders) , from a financial point of view view, than the Merger after giving effect to the provisions transactions contemplated hereby and is reasonably capable of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposedbeing completed. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject to Section 6.9(d) of this Agreement6.8(d), PFSL each Warrantor agrees that, from the date of this Agreement until the earlier of the Effective Date or the termination of this Agreement, neither it nor any of its Subsidiaries or affiliates, nor any of the officers and or directors of it or its Subsidiaries or affiliates shall, and that it shall cause its and its Subsidiaries’ and affiliates’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its affiliatesSubsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries regarding or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement agreement, or propose publicly or agree to do any of the foregoing foregoing, related to any Acquisition Proposal. (b) PFSL Each Warrantor agrees that it will, and will cause its officers, directors and 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 Proposal, informing them that the such Warrantor’s Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL Each Warrantor agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.96.8. (d) Notwithstanding the provisions of Section 6.9(a6.8(a) of this Agreementabove, if any Person after the date of this Agreement submits to PFSL’s board ▇▇▇▇▇▇’▇ Board of directors Directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board ▇▇▇▇▇▇’▇ Board of directors Directors reasonably determines in good faith, after consultation with receipt of advice from outside legal counsel, counsel that the failure to engage in discussions with such Person concerning such Acquisition Proposal may would likely cause PFSL’s board ▇▇▇▇▇▇’▇ Board of directors Directors to breach its fiduciary duties to PFSL ▇▇▇▇▇▇ and its stockholdersshareholders, and after consultation with its a nationally recognized financial advisor, then, in such case, (i) PFSL ▇▇▇▇▇▇ may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL ▇▇▇▇▇▇ must contemporaneously furnish to IBKC HFBC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board ▇▇▇▇▇▇’▇ Board of directors Directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board ▇▇▇▇▇▇’▇ Board of directors Directors may (subject to the provisions of this Section 6.96.8) either (A) withdraw or adversely modify its approval or recommendation of this Agreement and the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c HFBC’s receipt of written notice (a “Notice of Superior Proposal”) advising IBKC HFBC that PFSL’s board ▇▇▇▇▇▇’▇ Board of directors Directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal and enclosing a copy of the Acquisition Proposal, and (ii) subject to IBKCHFBC’s Right of First Refusal (defined below). In the event IBKC HFBC elects not to exercise the Right of First Refusal, PFSL ▇▇▇▇▇▇ shall provide IBKC HFBC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board ▇▇▇▇▇▇’▇ Board of directors determines, Directors reasonably determines (after consultation with its receipt of advice from a financial advisor, advisor of nationally recognized reputation) are more favorable to PFSL’s stockholders ▇▇▇▇▇▇’▇ shareholders (in their capacities as stockholdersshareholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKCHFBC). For the purposes of this Section 6.9(d6.8(d), an Acquisition Proposal shall be “bona fide” if the board Board of directors Directors of PFSL ▇▇▇▇▇▇ reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, reasonably capable of consummating such Acquisition Proposal on the terms proposed. (e) IBKC HFBC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of a Notice of Superior Proposal to make such adjustments in submit an Acquisition Proposal on terms not less favorable to ▇▇▇▇▇▇ than the terms and conditions of this Agreement as would enable PFSL the Superior Proposal, which right of HFBC shall be paramount to proceed with the Merger on rights of the basis Person submitting the Superior Proposal (“Right of such adjusted termsFirst Refusal”). If IBKC HFBC fails to exercise such Right of First Refusal within the time herein specified, PFSL ▇▇▇▇▇▇ shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL ▇▇▇▇▇▇ pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject Except with respect to Section 6.9(d) of this Agreement, PFSL agrees that, from the date of this Agreement until and the earlier of the Effective Date or the termination of this Agreementtransactions contemplated hereby, neither it no OGS Entity nor any of its affiliates, Affiliate thereof nor any of the officers and directors of it or its affiliates shall, and that it shall cause its and its affiliates’ employees, agents and representatives (including any investment banker, attorney or accountant Representatives thereof retained by it or any of its affiliates) not to, OGS Entity shall directly or indirectly, : (i) solicit, initiate, solicitinduce, or encourage (including by way of furnishing information), or knowingly facilitate take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes an Acquisition Proposal, ; (ii) have participate in any discussion with discussions or provide negotiations regarding any confidential Acquisition Proposal or furnish, or otherwise afford access, to any Person any information or data with respect to any Person OGS or otherwise relating to an Acquisition Proposal; (iii) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which any OGS Entity is a party; (iv) enter into any agreement regarding or that could reasonably be expected to lead to any Acquisition Proposal; or (v) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal. Any violation of the foregoing restrictions by any OGS Entity or any Representatives thereof, whether or not such Representatives are so authorized and whether or not such Representatives are purporting to act on behalf of an OGS Entity or otherwise, shall be deemed to be a breach of this Agreement by OGS. OGS shall, and shall cause each of OGS’s Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Acquisition Proposal. (b) OGS and the Bank shall promptly, but in no event more than 24 hours, advise HCBF following the receipt of any Acquisition Proposal and the details thereof (including amendments or proposed amendments) and advise HCBF of any developments with respect to such Acquisition Proposal promptly upon the occurrence thereof. OGS and the Bank shall: (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing; (ii) direct and use its reasonable best efforts to cause all of its Affiliates and Representatives not to engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, of the foregoing; and (iii) approve use its reasonable best efforts to enforce any confidentiality or recommendsimilar agreement relating to any such activities, discussions, negotiations or Acquisition Proposal. OGS and the Bank will take all actions necessary or advisable to inform the officers, directors, employees, agents, Representatives, and Affiliates of each OGS Entity of the obligations undertaken in this Section 7.7, and it is understood that any violation of this Section 7.7 by any such individuals or entities shall be deemed to be a breach of this Section 7.7 by OGS. (c) Subject to Section 7.7(d) of this Agreement, neither the Board of Directors of any OGS Entity nor any committee thereof shall: (i) withdraw, modify or qualify, or propose publicly to approve withdraw, modify or recommendqualify, in a manner adverse to HCBF, the approval of the Agreement, the Mergers or the OGS Recommendation or take any Acquisition Proposal action or make any statement in connection with the Shareholders’ Meeting inconsistent with such approval or OGS Recommendation (ivcollectively, a “Change in the OGS Recommendation”); (ii) approve or recommend, or propose to approve or recommend, or execute fail to recommend against, any Acquisition Proposal; or (iii) enter into (or permit OGS or the Bank to enter into) any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing (A) related to any Acquisition Proposal. Proposal or (bB) PFSL agrees that it willrequiring OGS or the Bank to abandon, and will cause terminate or fail to consummate the Mergers or any other transaction contemplated by this Agreement except in accordance with its officers, directors and representatives to, immediately cease and cause terms. Subject to be terminated any activities, discussions or negotiations existing as of the date Section 7.7(d) of this Agreement with any parties conducted heretofore Agreement, if OGS shall take a neutral position or no position with respect to any an Acquisition Proposal informing them that the Board in connection with any formal communications to shareholders or Regulatory Authorities, then such position shall be considered a breach of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.97.7(c). (d) Notwithstanding anything to the provisions contrary herein, prior to the time the approval by the OGS shareholders at the Shareholders’ Meeting is obtained, the OGS Board of Section 6.9(a) of this AgreementDirectors may, if any Person in connection with a bona fide written Acquisition Proposal, which Acquisition Proposal was made after the date of this Agreement submits (or that was made prior to PFSL’s board the date of directors an unsolicitedthis Agreement and remade after the date of this Agreement) and that did not result from any breach of this Section 7.7, bona fide, written make a Change in the OGS Recommendation or terminate this Agreement pursuant to Section 9.1(i) to enter into a definitive merger agreement or other definitive purchase or acquisition agreement with respect to such Acquisition Proposal, if and PFSL’s board only if, prior to taking such action, OGS has complied with its obligations under this Section 7.7 and the OGS Board of directors reasonably determines Directors has determined in good faith, after consultation with its independent financial advisors and outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors constitutes a OGS Superior Proposal; provided, however, that prior to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in taking any such case, action: (i) PFSL may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) OGS has given HCBF at any time after least five (5) Business Days following IBKC’c receipt of prior written notice of its intention to take such action (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of which notice shall specify the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material Material terms and conditions of any such OGS Superior Proposal, including the identity of the party making such OGS Superior Proposal) and has contemporaneously provided a copy to HCBF of all written materials (including all transaction agreements and related documents) with or from the party making such OGS Superior Proposal; (ii) subject OGS has negotiated, and has caused its Representatives to IBKC’s Right negotiate, in good faith with HCBF during such notice period to the extent HCBF wishes to negotiate, to enable HCBF to revise the terms of First Refusal this Agreement such that it would cause such OGS Superior Proposal to no longer constitute a OGS Superior Proposal; and (defined below)iii) following the end of such notice period, the OGS Board of Directors shall have considered in good faith any changes to this Agreement proposed in writing by HCBF, and shall have determined that the OGS Superior Proposal would continue to constitute a OGS Superior Proposal if such revisions were to be given effect. In the event IBKC elects not of any Material revisions to exercise an Acquisition Proposal that could have an impact, influence or other effect on the Right OGS Board of First RefusalDirectors’ decision or discussion with respect to whether such proposal is a OGS Superior Proposal, PFSL OGS shall provide IBKC with deliver a final new written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect HCBF pursuant to the provisions of Section 9.2 foregoing clause (or other revised proposal submitted by IBKC). For i) and again comply with the purposes requirements of this Section 6.9(d)7.7(d) with respect to such new written notice; provided, an Acquisition Proposal however, that references herein to the five Business Day period shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from deemed to be references to a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposedthree Business Day period with respect thereto. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject to Section 6.9(d6.8(d) of this Agreement, PFSL CMBC agrees that, from the date of this Agreement until the earlier of the Effective Date or the termination of this Agreement, neither it nor any of its affiliatesSubsidiaries, nor any of the officers and directors of it or its affiliates Subsidiaries shall, and that it shall cause its and its affiliatesSubsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its affiliatesSubsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) PFSL CMBC agrees that it will, and will cause its officers, directors and 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 (other than IBKC) with respect to any Acquisition Proposal informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL CMBC agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.96.8. (d) Notwithstanding the provisions of Section 6.9(a6.8(a) of this Agreement, if any Person after the date of this Agreement submits to PFSLCMBC’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSLCMBC’s board of directors reasonably determines in good faith, after consultation with receipt of advice from outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSLCMBC’s board of directors to breach its fiduciary duties to PFSL CMBC and its stockholdersshareholders, and after consultation with its financial advisor, then, in such case, (i) PFSL CMBC may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL CMBC must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSLCMBC’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSLCMBC’s board of directors may (subject to the provisions of this Section 6.96.8) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c IBKC’s receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSLCMBC’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL CMBC shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSLCMBC’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSLCMBC’s stockholders shareholders (in their capacities as stockholdersshareholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d6.8(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL CMBC reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposed. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL CMBC to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL CMBC shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL CMBC pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject Except with respect to Section 6.9(d) of this Agreement, PFSL agrees that, from the date of this Agreement until and the earlier of transactions contemplated hereby and except as otherwise permitted in this Section 7.3, the Effective Date Company will not, and will not authorize or the termination of this Agreement, neither it nor permit any of its affiliatesdirectors, nor any of the officers and directors of it or its affiliates shallofficers, and that it shall cause its and its affiliates’ agents, employees, agents and investment bankers, attorneys, accountants, advisors, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange Act) or representatives (including any investment bankercollectively, attorney or accountant retained by it or any of its affiliates“Representatives”) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly take any action to facilitate (including by way of furnishing information) any Acquisition Proposal (as defined below) or any inquiries with respect to or the making of any Acquisition Proposal, (ii) have enter into or participate in any discussion with discussions or provide negotiations with, furnish any confidential information or data to any Person relating to an Acquisition Proposalthe Company or any of its Subsidiaries or afford access to the business, properties, assets, books or engage records of the Company or any of its Subsidiaries to, otherwise cooperate in any negotiations concerning an Acquisition Proposalway with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or attempt to make or implement has made, an Acquisition Proposal, (iii) approve approve, endorse or recommend, or propose publicly to approve or recommend, recommend any Acquisition Proposal or Proposal, (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intentintent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal, (v) fail to make, withdraw or modify in principlea manner adverse to Parent its recommendation to its shareholders referred to in Section 7.4 hereof, merger agreement, acquisition agreement, option agreement or other (vi) grant any waiver or release under any standstill or similar agreement or propose publicly or agree with respect to do any class of equity securities of the foregoing related to any Acquisition ProposalCompany. (b) PFSL Notwithstanding anything herein to the contrary, the Company and its Board of Directors shall be permitted (i) to comply with requirements under Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal (provided that the Board of Directors of the Company shall not withdraw or modify in an adverse manner its approval recommendation referred to in Section 7.4 hereof except as set forth below), (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to a Superior Proposal (as defined below) by any such person, if and only to the extent that (x) the Company’s Board of Directors concludes in good faith, after consultation with outside counsel, that failure to do so would constitute a breach of its fiduciary duties to the Company’s shareholders under applicable law, (y) prior to providing any information or data to any person in connection with a Superior Proposal by any such person, the Company’s Board of Directors receives from such person an executed confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreement (a copy of which executed confidentiality agreement shall have been provided to Parent for informational purposes), and (z) at least 72 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, the Company notifies Parent in writing promptly of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its Representatives indicating, in connection with such notice, the name of such person and the material terms and conditions of any inquiries, proposals or offers, and (iii) to withdraw or modify in a manner adverse to Parent its recommendation to its shareholders referred to in Section 7.4 hereof in order to accept a Superior Proposal. The Company will promptly (and in any event within 24 hours) notify Parent in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe the Acquisition Proposal and identify the third party making the same. (c) The Company agrees that it will, and will cause its officers, directors and representatives Representatives to, immediately cease and cause to be terminated any activities, discussions discussions, or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9Proposal. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposed. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.7.3:

Certain Actions. Prior the time that the Shareholders’ Agreement becomes effective in accordance with its terms, Fortis shall not, and shall cause its Affiliates not to: (ai) Subject to Section 6.9(dother than (A) of this Agreement, PFSL agrees that, from an Excepted Transaction (B) as may be required by the date express terms of this Agreement until the earlier or of the Merger Agreement or (C) as will have no binding effect after the Effective Date Time, enter into or commit, resolve or agree to enter into (x) any Related Party Transaction unless such Related Party Transaction would be permitted by the termination of this AgreementShareholders’ Agreement if entered into on or after the effectiveness thereof or (y) any agreement, neither it nor transaction or arrangement by any of its affiliates, nor any member of the officers ITC Group that would result in a material benefit to any member of the Fortis Group (other than through such member’s direct or indirect shareholdings in ITC Investments) that is not shared generally and directors pro rata by all shareholders of it or its affiliates shallITC Investments, and that it shall cause its and its affiliates’ employees, agents and representatives (including any investment bankeragreement, attorney transaction or accountant retained arrangement pursuant to which a member of the ITC Group agrees to be a borrower or guarantor in respect of any debt or other securities issued by it any member of the Fortis Group or to provide any pledge, mortgage or other security interest in its assets to secure any obligations of any member of the Fortis Group; (ii) cause ITC Investments or Merger Sub to take any action or commit, resolve or agree to take any action or refrain from taking any action that if taken or not taken after the effectiveness of the Shareholders’ Agreement would constitute an RH Reserved Matter or a Supermajority Shareholder Matter; (iii) request, facilitate or encourage ITC or any of its affiliates) subsidiaries to take any action or refrain from taking any action that if taken or not totaken after the effectiveness of the Shareholders’ Agreement, directly constitutes an RH Reserved Matter or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or a Supermajority Shareholder Matter; or (iv) approve cause ITC Investments or recommendMerger Sub to, or propose to approve request ITC or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) PFSL agrees that it will, and will cause its officers, directors and representatives subsidiaries to, immediately cease and cause to take any action or refrain from taking any action that would ordinarily or customarily 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 informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board of directors may (discussed and/or subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSL’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL the Surviving Corporation if taken or not taken after the Closing, without first reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposedconsulting with Investor. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject to Section 6.9(d) of this Agreement, PFSL agrees that, from From and after the date of this Agreement hereof until the earlier of the Effective Date Time or the termination of this AgreementAgreement in accordance with the terms hereof, neither it nor none of Bancorp, Target Bank or any other Affiliate of its affiliates, nor any of the officers and directors of it or its affiliates shall, and that it shall cause its and its affiliates’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it Bancorp or any of its affiliates) not totheir respective directors, officers, employees, investment bankers, financial advisors, counsel, accountants, representatives or agents, shall, directly or indirectly, : (i) initiatemake, encourage, facilitate, solicit, encourage induce, assist or knowingly facilitate initiate any inquiries inquiry or proposal, or participate in any negotiations with, or provide any information to, any corporation, partnership, agent, attorney, financial advisor, or other Person (other than Purchaser, an Affiliate of Purchaser or an officer, employee or other authorized representative of Purchaser or such Affiliate, or counsel for Purchaser or its directors and financial advisor, solely for use in connection with the making of transactions contemplated hereby) relating to any Acquisition Competing Proposal, ; (ii) have furnish any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposalin connection with, or engage participate in any negotiations concerning an Acquisition Proposalwith respect to, or knowingly facilitate take any effort other action designed to facilitate, any Competing Proposal; or attempt to make or implement an Acquisition Proposal, (iii) approve or recommendparticipate in any discussions regarding any Competing Proposal; provided, or propose publicly however, that if, at any time prior to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) PFSL agrees that it will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date approval of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal informing them that by the stockholders of Bancorp, the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably Bancorp determines in good faith, after consultation with receipt of advice from outside legal counsel, that the failure to engage provide such information or to participate in such negotiations or discussions would likely be inconsistent with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholdersBancorp's stockholders under applicable law, and after consultation with its financial advisor, thenBancorp may, in such caseresponse to a proposal that was not solicited by it and that did not result from a breach of this Section ------- 5.4(a), subject to Bancorp giving Purchaser at least two Business Days' written ------ notice of its intention to do so, (i) PFSL may (Ax) furnish information about its business with respect to such Bancorp to any Person under protection of an appropriate pursuant to a customary confidentiality agreement containing customary limitations on the use and disclosure provided that a copy of all non-public written or oral such information furnished is delivered simultaneously to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such PersonPurchaser, and (By) negotiate and participate in discussions negotiations regarding such proposal. Bancorp shall promptly notify Purchaser orally and negotiations in writing of any inquiry, request for information or any proposal in connection with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Competing Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposalrequest or proposal (including a copy thereof, if in writing, and any related correspondence) and the identity of the Person making such inquiry, request or proposal. Bancorp will keep Purchaser reasonably informed of the status and details (iiincluding amendments or proposed amendments) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with such request or proposal on a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securitiescurrent basis, and otherwise on terms which PFSL’s board of directors determineswill respond promptly in writing to any reasonable inquiry by Purchaser concerning the foregoing. Bancorp shall immediately cease and terminate any existing solicitation, after consultation initiation, encouragement, activity, discussion or negotiation with any Person conducted heretofore by Bancorp or its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect representatives with respect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposedforegoing. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject In addition to and not in limitation of the parties' obligations pursuant to Section 6.9(d) of this Agreement5.1 and Section 6.1, PFSL agrees thateach party shall act diligently, from the date of this Agreement until the earlier of the Effective Date or the termination of this Agreement, neither it nor any of its affiliates, nor any of the officers expeditiously and directors of it or its affiliates shall, and that it shall cause its and its affiliates’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its affiliates) not to, directly or indirectly, in good faith (i) initiate, solicit, encourage or knowingly facilitate to obtain any inquiries or government clearances required for the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any consummation of the foregoing related to any Acquisition Proposal. (b) PFSL agrees that it will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of transactions contemplated by this Agreement (including through compliance with any parties conducted heretofore with respect to any Acquisition Proposal informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined belowHSR Act), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right resolve any issues relating to or arising under the HSR Act or any other antitrust or fair trade law raised by any Governmental or Regulatory Authority, so as to consummate the purchase and sale of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of Shares contemplated by this Agreement, “Superior Proposal” means as promptly as practicable and in any unsolicitedevent prior to the date set forth in Section 10.1(c) or 10.1(d). Such actions shall include, bona fideto the extent necessary to obtain the approval of any Governmental or Regulatory Authority with jurisdiction over the enforcement of any laws applicable to the purchase and sale of Shares contemplated by this Agreement: taking promptly all actions necessary to make the filings required of such party and its Affiliates under the HSR Act and all applicable state and foreign antitrust and fair trade laws; responding to and substantially complying as promptly as practicable with requests for information pursuant to the HSR Act or any state or foreign antitrust or fair trade law; contesting, written Acquisition Proposal for consideration consisting of cash and/or securitiesresisting or settling any challenge or action; entering into negotiations and performing any agreements resulting therefrom; making proposals; taking action to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent); and submitting to judicial or administrative orders. The parties hereto will consult and cooperate with one another, and otherwise consider in good faith the views of one another, in connection with any filings, analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on terms which PFSL’s board behalf of directors determines, after consultation any party hereto in connection with its financial advisor, are more favorable to PFSL’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect proceedings under or relating to the provisions HSR Act or any other federal, state or foreign antitrust or fair trade law, and in connection with resolving any investigation or inquiry concerning the transactions contemplated by this Agreement under or relating to the HSR Act or any such law. Purchaser shall be entitled to direct any proceedings or negotiations with any Governmental or Regulatory Authority relating to any of Section 9.2 (or other revised proposal submitted by IBKC)the foregoing, provided that it shall afford Parent, Seller and the Company a reasonable opportunity to participate therein. For the purposes of Nothing in this Section 6.9(d), an Acquisition Proposal shall require any party to this Agreement to take any action that would reasonably be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting expected to have a Material Adverse Effect on such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal party or on the terms proposedCompany. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject to Section 6.9(d) of this Agreement, PFSL PIC agrees that, from the date of this Agreement until the earlier of the Effective Date or the termination of this Agreement, neither it nor any of its affiliates, nor any of the officers and directors of it or its affiliates shall, and that it shall cause its and its affiliates’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its affiliates) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any Acquisition Proposal, (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) PFSL PIC agrees that it will, and will cause its officers, directors and 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 informing them that the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL PIC agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.9. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreement, if any Person after the date of this Agreement submits to PFSLPIC’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSLPIC’s board of directors reasonably determines in good faith, after consultation with receipt of advice from outside legal counsel, that the failure to engage in discussions with such Person concerning such Acquisition Proposal may cause PFSLPIC’s board of directors to breach its fiduciary duties to PFSL PIC and its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL PIC may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL PIC must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSLPIC’s board of directors determines that such an Acquisition Proposal is a Superior Proposal (defined below), PFSLPIC’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSLPIC’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL PIC shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide, written Acquisition Proposal for consideration consisting of cash and/or securities, and otherwise on terms which PFSLPIC’s board of directors determines, after consultation with its financial advisor, are more favorable to PFSLPIC’s stockholders (in their capacities as stockholders) from a financial point of view than the Merger after giving effect to the provisions of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL PIC reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposed. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL PIC to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL PIC shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL PIC pursuant to Section 9.2 hereof.

Certain Actions. (a) Subject to Section 6.9(d) of this Agreement, PFSL The Company agrees that, from the date of this Agreement until the earlier of the Effective Date or the termination of this Agreement, that neither it nor any of its affiliates, Subsidiaries nor any of the officers and directors of it or its affiliates Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its affiliates’ Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its affiliatesSubsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC, or any purchase or sale of the consolidated assets (including without limitation stock of its Subsidiaries) of such party and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender exchange offer for, the equity securities of such party that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 10% or more of the total voting power of such party (or of the surviving parent entity in such transaction) or any of its Significant Subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other party or an Affiliate thereof) being hereinafter referred to as an "Acquisition Proposal"), (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal Proposal, or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) PFSL agrees that it will, . The Company shall immediately instruct and will otherwise use its reasonable best efforts to cause its directors, officers, directors employees, agents, the Company (including, without limitation, any investment banker, attorney, or accountant retained by it), consultants and other representatives to, to comply with such prohibitions. The Company shall immediately cease and cause to be terminated any existing activities, discussions discussions, or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to such activities. The Company shall promptly notify Nemetschek orally and in writing in the event it receives any Acquisition Proposal informing them that such inquiry or proposal and shall provide reasonable detail of all relevant facts relating to such inquiries. Notwithstanding the foregoing, the Board of Directors no longer seeks the making of any Acquisition Proposals. (c) PFSL agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives on behalf of the obligations undertaken Company shall be permitted to engage in this Section 6.9. (d) Notwithstanding the provisions of Section 6.9(a) of this Agreementany discussions or negotiations with or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if any Person the Board of Directors of the Company, in its good faith judgment and after receipt of the date written advice of this Agreement submits to PFSL’s board of directors an unsolicited, bona fide, written Acquisition Proposal, and PFSL’s board of directors reasonably determines in good faith, after consultation with outside legal counsel, determines that the failure to provide such information or engage in discussions such action would result in the members of the Board of Directors breaching their fiduciary duties under applicable law, and clauses (iii) and (iv) shall not be applicable with such Person concerning regard to an Acquisition Proposal, if and only to the extent that, the Board of Directors of the Company concludes in good faith that such Acquisition Proposal may cause PFSL’s board of directors to breach its fiduciary duties to PFSL and its stockholders, and after consultation with its financial advisor, then, in such case, (i) PFSL may (A) furnish information about its business to such Person under protection of an appropriate confidentiality agreement containing customary limitations on the use and disclosure of all non-public written or oral information furnished to such Person, provided that PFSL must contemporaneously furnish to IBKC all such non-public information furnished to such Person, and (B) negotiate and participate in discussions and negotiations with such Person; and (ii) if PFSL’s board of directors determines that such an Acquisition Proposal is constitutes a Superior Proposal (defined below), PFSL’s board of directors may (subject to the provisions of this Section 6.9) (A) withdraw or adversely modify its approval or recommendation of the Merger and recommend such Superior Proposal or (B) terminate this Agreement, in each case, (i) at any time after five (5) Business Days following IBKC’c receipt of written notice (a “Notice of Superior Proposal”) advising IBKC that PFSL’s board of directors has received a Superior Proposal and enclosing a copy of the Acquisition Proposal, identifying the Person submitting the Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and (ii) subject to IBKC’s Right of First Refusal (defined below). In the event IBKC elects not to exercise the Right of First Refusal, PFSL shall provide IBKC with a final written notice of acceptance before or simultaneous with accepting any Superior Proposal. For purposes of this Agreement, “"Superior Proposal” means any unsolicited" means, with respect to the Company, a bona fide, fide written Acquisition Proposal for consideration consisting the Company made by a Person (other than Nemetschek or any affiliates thereof) as a result of cash and/or securities, which such party or its stockholders will own 40% or more of the combined voting power of the entity surviving and otherwise which is on terms which PFSL’s board that the Company's Board of directors determines, after consultation with Directors in good faith concludes (following receipt of the advice of its financial advisoradvisors and outside counsel), are taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal would, if consummated, result in a transaction that is more favorable to PFSL’s stockholders (in their capacities as its stockholders) , from a financial point of view view, than the Merger after giving effect to the provisions and is reasonably capable of Section 9.2 (or other revised proposal submitted by IBKC). For the purposes of this Section 6.9(d), an Acquisition Proposal shall be “bona fide” if the board of directors of PFSL reasonably determines that the Person submitting such Acquisition Proposal is capable, from a financial, regulatory and other appropriate perspectives, of consummating such Acquisition Proposal on the terms proposedbeing completed. (e) IBKC shall have the right (“Right of First Refusal”) for five (5) Business Days after receipt of Notice of Superior Proposal to make such adjustments in the terms and conditions of this Agreement as would enable PFSL to proceed with the Merger on the basis of such adjusted terms. If IBKC fails to exercise such Right of First Refusal within the time herein specified, PFSL shall be at liberty to accept the Superior Proposal, subject to the obligations of PFSL pursuant to Section 9.2 hereof.