Common use of Enforceability of Covenants Clause in Contracts

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, and their Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director Employee acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director Employee acknowledges that each of Buyer, SNB, and its Affiliated Companies have the Bank has a current and future expectation of business within the Restricted Area geographic areas served by Futurus and Futurus Bank and from the current and proposed customers of Seller the Bank that are derived from the acquisition of Seller by Buyerits merger with Futurus and Futurus Bank. Director Employee acknowledges that the term, geographic area, area and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Employee agrees that his or her position as a director of Seller involves with Futurus and/or Futurus Bank involved duties and authority relating to all aspects of the Business Activities and all of the Restricted Area and that he will continue to have duties and authority for the Bank relating to all aspects of the Business Activities and all of the Restricted Area. Director Employee further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Employee and Buyer the Bank agree that DirectorEmployee’s obligations under the above covenants covenant are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Bank to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director Employee and Buyer the Bank agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and Employee agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, and their Affiliated Companies Bank and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer the Bank will be entitled to exercise all rights rights, including, without limitation, obtaining one or more a temporary restraining ordersorder, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, Agreement in any court of competent jurisdiction without the necessity of posting any bond or security (all of which are waived by the Director)security, and without limiting Bank’s ability to exercise all any other rights or remedies, at law or in equity. Employee also agrees that he shall be responsible for all damages incurred by the Bank due to his breach of this Agreement, including, without limitation, damages. The Employee shall pay all costs and attorneys’ fees and charges incurred by the rights to damagesBank in enforcing the restrictive covenants in this Agreement.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of BuyerMerger Partner, SNBCBAC, and its their Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller Merger Partner that are derived from the acquisition merger of Seller by BuyerMerger Partner and CBAC. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller the Bank and Merger Partner and, after the Effective Time, as a director of the Bank and the Surviving Corporation, involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer CBAC agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of CBAC or the Buyer Surviving Corporation to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer CBAC agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Surviving Corporation and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer the Surviving Corporation will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in Virginia without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights right to damages. Director consents to jurisdiction and venue in the federal and state courts of Virginia.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, SNB and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, SNB and their Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director Employee acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director Employee acknowledges that each of Buyer, SNB, SNB and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director Employee acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Employee agrees that his or her position as a director an Employee of Seller Professional and/or the Bank involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director Employee further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Employee and Buyer agree that DirectorEmployee’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions provision of this Agreement shall not constitute a defense to the enforceability of this covenant. Director Employee and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director Employee acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, SNB and their Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director Employee hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the DirectorEmployee), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, Buyer and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller FCB that are derived from the acquisition of Seller FCB by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller FCB involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Buyer and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, FBNC and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller Carolina Bank Holdings and Carolina Bank that are derived from the acquisition of Seller Carolina Bank Holdings by BuyerFBNC. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller Carolina Bank Holdings and Carolina Bank involves duties and authority information relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer FBNC agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer FBNC to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer FBNC agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, FBNC and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer FBNC will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in the State of North Carolina without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, Buyer and its their Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceedingproceedings, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Buyer and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in South Carolina without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director Officer acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director Officer acknowledges that each of Buyer, SNB, Buyer and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller FCB that are derived from the acquisition of Seller FCB by Buyer. Director Officer acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Officer agrees that his or her position as a director and officer of Seller FCB involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director Officer further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Officer and Buyer agree that DirectorOfficer’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director Officer and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director Officer acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Buyer and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director Officer hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the DirectorOfficer), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director Employee acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director Employee acknowledges that each of Buyer, SNB, SNB and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director Employee acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Employee agrees that his or her position as a director an Employee of Seller Sabal Palm and/or the Bank involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director Employee further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Employee and Buyer agree that DirectorEmployee’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions provision of this Agreement shall not constitute a defense to the enforceability of this covenant. Director Employee and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director Employee acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, SNB and their Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director Employee hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the DirectorEmployee), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, Buyer and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Buyer and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a businessMx. Director acknowledges that each of Buyer, SNB, and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director Xxxxxxxx acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Mx. Xxxxxxxx agrees that his or her position as a director former role of Seller involves President and Chief Executive Officer of CLBH and Carolina Bank involved duties and authority relating to all certain aspects of the Business Activities and all certain areas of the Restricted AreaTerritory. Director He further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, or business, or from becoming gainfully employed. Director Mx. Xxxxxxxx and Buyer FBNC agree that Director’s his obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer FBNC to perform its obligations under any other provisions of this Agreement (other than FBNC’s failure to make payments to Mx. Xxxxxxxx pursuant to the terms of this Agreement) shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that It is the intention of the parties that, if any court construes any provision or clause of this Agreement, or any portion thereof, to be illegal, void, or unenforceable because of the foregoing provisions is deemed to be unenforceable because duration of such provision or the geographyarea or matter covered thereby, timesuch court shall reduce the duration, area, or scope matter of activities restricted is deemed to such provision, and, in its reduced form, such provision shall then be too broad, the court enforceable and shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable lawenforced. Director Mx. Xxxxxxxx acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, and their Affiliated Companies FBNC and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer FBNC will be entitled to exercise all rights including, without limitation, obtaining seeking to obtain one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in North Carolina without the necessity of posting any bond or security (all of which are waived by the DirectorMx. Xxxxxxxx), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages. Mx. Xxxxxxxx and FBNC hereby agree that they will negotiate in good faith to amend this Agreement from time to time to modify the terms of Sections 10(a), 10(b), and 10(c) and the definition of the term “Business,” to reflect changes in FBNC’s business affairs so that the scope of the limitations placed on his activities by Section 10 accomplishes the parties’ intent in relation to the then current facts and circumstances. Any such amendment shall be effective only when completed in writing and signed by Mx. Xxxxxxxx and FBNC.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a businessMx. Director acknowledges that each of Buyer, SNB, and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director Xxxxx acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Mx. Xxxxx agrees that his or her position as a director former role of Seller involves Executive Vice President and Chief Financial Officer of CLBH and Carolina Bank involved duties and authority relating to all certain aspects of the Business Activities and all certain areas of the Restricted AreaTerritory. Director He further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, or business, or from becoming gainfully employed. Director Mx. Xxxxx and Buyer FBNC agree that Director’s his obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer FBNC to perform its obligations under any other provisions of this Agreement (other than FBNC’s failure to make payments to Mx. Xxxxx pursuant to the terms of this Agreement) shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that It is the intention of the parties that, if any court construes any provision or clause of this Agreement, or any portion thereof, to be illegal, void, or unenforceable because of the foregoing provisions is deemed to be unenforceable because duration of such provision or the geographyarea or matter covered thereby, timesuch court shall reduce the duration, area, or scope matter of activities restricted is deemed to such provision, and, in its reduced form, such provision shall then be too broad, the court enforceable and shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable lawenforced. Director Mx. Xxxxx acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, and their Affiliated Companies FBNC and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer FBNC will be entitled to exercise all rights including, without limitation, obtaining seeking to obtain one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in North Carolina without the necessity of posting any bond or security (all of which are waived by the DirectorMx. Xxxxx), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages. Mx. Xxxxx and FBNC hereby agree that they will negotiate in good faith to amend this Agreement from time to time to modify the terms of Sections 10(a), 10(b), and 10(c) and the definition of the term “Business,” to reflect changes in FBNC’s business affairs so that the scope of the limitations placed on his activities by Section 10 accomplishes the parties’ intent in relation to the then current facts and circumstances. Any such amendment shall be effective only when completed in writing and signed by Mx. Xxxxx and FBNC.

Enforceability of Covenants. Director Officer acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director Officer acknowledges that each of Buyer, SNB, Buyer and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller Stampede that are derived from the acquisition of Seller Stampede by Buyer. Director Officer acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Officer agrees that his or her position as a director and officer of Seller Stampede involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director Officer further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Officer and Buyer agree that DirectorOfficer’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director Officer and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director Officer acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Buyer and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director Officer hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the DirectorOfficer), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a businessXx. Director acknowledges that each of Buyer, SNB, and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director Xxxxxxxx acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Xx. Xxxxxxxx agrees that his or her position as a director former role of Seller involves President and Chief Executive Officer of HCSB involved duties and authority relating to all aspects of the Business Activities and all of the Restricted AreaTerritory. Director He further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, or business, or from becoming gainfully employed. Director Xx. Xxxxxxxx and Buyer HCSB agree that Director’s his obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer HCSB to perform its obligations under any other provisions of this Agreement (other than HCSB’s failure to make payments to Xx. Xxxxxxxx pursuant to the terms of this Agreement) shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that It is the intention of the parties that, if any court construes any provision or clause of this Agreement, or any portion thereof, to be illegal, void, or unenforceable because of the foregoing provisions is deemed to be unenforceable because duration of such provision or the geographyarea or matter covered thereby, timesuch court shall reduce the duration, area, or scope matter of activities restricted is deemed to such provision, and, in its reduced form, such provision shall then be too broad, the court enforceable and shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable lawenforced. Director Xx. Xxxxxxxx acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, and their Affiliated Companies HCSB and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer HCSB will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in South Carolina without the necessity of posting any bond or security (all of which are waived by the DirectorXx. Xxxxxxxx), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages. Xx. Xxxxxxxx and HCSB hereby agree that they will negotiate in good faith to amend this Agreement from time to time to modify the terms of Sections 10(a), 10(b), and 10(c) and the definition of the term “Business,” to reflect changes in HCSB’s business affairs so that the scope of the limitations placed on his activities by Section 10 accomplishes the parties’ intent in relation to the then current facts and circumstances. Any such amendment shall be effective only when completed in writing and signed by Xx. Xxxxxxxx and HCSB.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, SLCT and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller PARA and Carolina Premier Bank that are derived from the acquisition of Seller PARA by BuyerSLCT. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller PARA and/or Carolina Premier Bank involves duties and authority information relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer SLCT agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer SLCT to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer SLCT agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, SLCT and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer SLCT will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in the State of North Carolina without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director Employee acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director Employee acknowledges that each of Buyer, SNB, SNB and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director Employee acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Employee agrees that his or her position as a director an Employee of Seller First Green and Bank involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director Employee further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Employee and Buyer agree that DirectorEmployee’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions provision of this Agreement shall not constitute a defense to the enforceability of this covenant. Director Employee and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director Employee acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, SNB and their Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director Employee hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the DirectorEmployee), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, Buyer and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller and Congaree State Bank that are derived from the acquisition of Seller by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller and Congaree State Bank and, if applicable after the Effective Time, as an advisory director of CresCom, involves duties and authority information relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Buyer and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in the State of South Carolina without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director Executive acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Executive agrees that his or her position as a director employee of Seller the Bank, involves duties and authority relating to all aspects of the Business Activities and all of the Restricted AreaTerritory. Director Executive further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Executive and Buyer Bank agree that DirectorExecutive’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Bank to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director Executive and Buyer Bank agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director Executive acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Bank and their Affiliated Companies its Affiliates and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer Bank will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in South Carolina without the necessity of posting any bond or security (all of which are waived by the DirectorExecutive), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director Restricted Party acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director Restricted Party acknowledges that each of Buyer, SNB, the Company and its Affiliated Companies Affiliates have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller Sun that are derived from the acquisition of Seller Sun by BuyerCompany. Director Restricted Party acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Restricted Party agrees that his or her position as a director employee of Seller the Company, involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director Restricted Party further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Restricted Party and Buyer Company agree that DirectorRestricted Party’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Company to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director Restricted Party and Buyer Company agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director Restricted Party acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Company and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer Company will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in South Carolina without the necessity of posting any bond or security (all of which are waived by the DirectorRestricted Party), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director Employee acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director Employee acknowledges that each of Buyer, SNB, SNB and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director Employee acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Employee agrees that his or her position as a director an Employee of Seller First Bank involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director Employee further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Employee and Buyer agree that DirectorEmployee’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions provision of this Agreement shall not constitute a defense to the enforceability of this covenant. Director Employee and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director Employee acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, SNB and their Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director Employee hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the DirectorEmployee), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, Buyer and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller TwinCo that are derived from the acquisition of Seller TwinCo by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller TwinCo involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Buyer and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, Buyer and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller GulfShore that are derived from the acquisition of Seller GulfShore by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller GulfShore involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Buyer and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director Consultant acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Consultant agrees that his or her position as a director former role of Chief Executive Officer of Seller involves and Seller Bank involved duties and authority relating to all certain aspects of the Business Activities (as defined below) and all certain areas of the Restricted AreaTerritory. Director He further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, or business, or from becoming gainfully employed. Director Consultant and Buyer Amalgamated agree that Director’s his obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Amalgamated to perform its obligations under any other provisions of this Agreement (other than Amalgamated’s failure to make payments to Consultant pursuant to the terms of this Agreement) shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that It is the intention of the parties that, if any court construes any provision or clause of this Agreement, or any portion thereof, to be illegal, void, or unenforceable because of the foregoing provisions is deemed to be unenforceable because duration of such provision or the geographyarea or matter covered thereby, timesuch court shall reduce the duration, area, or scope matter of activities restricted is deemed to such provision, and, in its reduced form, such provision shall then be too broad, the court enforceable and shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable lawenforced. Director Consultant acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, and their Affiliated Companies Amalgamated and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer Amalgamated will be entitled to exercise all rights including, without limitation, obtaining seeking to obtain one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in Illinois without the necessity of posting any bond or security (all of which are waived by the DirectorConsultant), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages. Consultant and Amalgamated hereby agree that they will negotiate in good faith to amend this Agreement from time to time to modify the terms of Sections 7(d), 7(e), and 7(f) and the definition of the term “Business,” to reflect changes in Amalgamated’s business affairs so that the scope of the limitations placed on his activities by Section 7 accomplishes the parties’ intent in relation to the then current facts and circumstances. Any such amendment shall be effective only when completed in writing and signed by Consultant and Amalgamated.

Enforceability of Covenants. Director Executive acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director Executive acknowledges that each of Buyer, SNB, Parent and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller Independence Bancshares and Independence Bank that are derived from the acquisition of Seller Independence Bancshares by BuyerParent. Director Executive acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she [she] will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Executive agrees that his or her [her] position as a director an employee of Seller Independence Bancshares and Independence Bank involves duties and authority information relating to all aspects of the Business Activities and all of the Restricted Area. Director Executive further acknowledges represents and warrants that complying with the provisions contained in this Agreement will not preclude him or her Executive from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Executive and Buyer Parent agree that DirectorExecutive’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Parent to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director Executive and Buyer Parent agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director Executive acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Parent and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer Parent will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in the State of South Carolina without the necessity of posting any bond or security or proving irreparable damage (all of which are waived by the DirectorExecutive), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, Parent and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller Independence Bancshares, Inc. and Independence Bank that are derived from the acquisition of Seller Independence Bancshares, Inc. by BuyerParent. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she Director will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller Independence Bancshares, Inc. and/or Independence Bank involves duties and authority information relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges represents and warrants that complying with the provisions contained in this Agreement will not preclude him or her Director from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer Parent agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Parent to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer Parent agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Parent and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer Parent will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in the State of South Carolina without the necessity of posting any bond or security or proving irreparable damage (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, Buyer and its their Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller and, after the Effective Time, as an advisory director of the Bank, involves duties and authority information relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Buyer and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in South Carolina without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, Parent and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller Cornerstone Bancorp and Cornerstone Bank that are derived from the acquisition of Seller Cornerstone Bancorp by BuyerParent. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she Director will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller Cornerstone Bancorp and Cornerstone Bank and, if applicable after the Effective Time, as an advisory director of First Community, involves duties and authority information relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges represents and warrants that complying with the provisions contained in this Agreement will not preclude him or her Director from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer Parent agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Parent to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer Parent agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Parent and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer Parent will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in the State of South Carolina without the necessity of posting any bond or security or proving irreparable damage (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Executive/Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Executive/Director acknowledges that each of Buyer, SNB, Parent and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller Cornerstone Bancorp and Cornerstone Bank that are derived from the acquisition of Seller Cornerstone Bancorp by BuyerParent. Executive/Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Executive/Director agrees that his or her position as a director of Seller Cornerstone Bancorp and Cornerstone Bank and, if applicable after the Effective Time, as an advisory director of First Community, involves duties and authority information relating to all aspects of the Business Activities and all of the Restricted Area. Executive/Director further acknowledges represents and warrants that complying with the provisions contained in this Agreement will not preclude him or her Executive/Director from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Executive/Director and Buyer Parent agree that Executive/Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Parent to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Executive/Director and Buyer Parent agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Executive/Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Parent and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer Parent will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in the State of South Carolina without the necessity of posting any bond or security or proving irreparable damage (all of which are waived by the Executive/Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Executive/Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Executive/Director acknowledges that each of Buyer, SNB, Parent and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller Cornerstone Bancorp and Cornerstone Bank that are derived from the acquisition of Seller Cornerstone Bancorp by BuyerParent. Executive/Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she Executive/Director will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Executive/Director agrees that his or her position as a director of Seller Cornerstone Bancorp and Cornerstone Bank, after the Effective Time as an employee of First Community, and, if applicable after the Effective Time, as an advisory director of First Community, involves duties and authority information relating to all aspects of the Business Activities and all of the Restricted Area. Executive/Director further acknowledges represents and warrants that complying with the provisions contained in this Agreement will not preclude him or her Executive/Director from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Executive/Director and Buyer Parent agree that Executive/Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Parent to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Executive/Director and Buyer Parent agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Executive/Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Parent and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer Parent will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in the State of South Carolina without the necessity of posting any bond or security or providing irreparable damage (all of which are waived by the Executive/Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. The Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a the sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a the sale of a business. The Director acknowledges that Heritage and each of Buyer, SNB, and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller Alarion that are derived from the acquisition of Seller Alarion by BuyerHeritage. The Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. The Director agrees that his or her position as a director of Seller Alarion and/or Alarion Bank involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. The Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. The Director and Buyer Heritage agree that the Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Heritage to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. The Director and Buyer Heritage agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. The Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Heritage and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer Heritage will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, Buyer and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller Stampede that are derived from the acquisition of Seller Stampede by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller Stampede involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Buyer and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, Carolina Financial and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller First South and Bank that are derived from the acquisition of Seller First South by BuyerCarolina Financial. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller First South and Bank and, if applicable after the Effective Time, as an advisory director of CresCom, involves duties and authority information relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer Carolina Financial agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Carolina Financial to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer Carolina Financial agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Carolina Financial and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer Carolina Financial will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in the State of South Carolina without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director Consultant acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Consultant agrees that his or her position as a director former role of President of Seller involves and Seller Bank involved duties and authority relating to all certain aspects of the Business Activities (as defined below) and all certain areas of the Restricted AreaTerritory. Director He further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, or business, or from becoming gainfully employed. Director Consultant and Buyer Amalgamated agree that Director’s his obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Amalgamated to perform its obligations under any other provisions of this Agreement (other than Amalgamated’s failure to make payments to Consultant pursuant to the terms of this Agreement) shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that It is the intention of the parties that, if any court construes any provision or clause of this Agreement, or any portion thereof, to be illegal, void, or unenforceable because of the foregoing provisions is deemed to be unenforceable because duration of such provision or the geographyarea or matter covered thereby, timesuch court shall reduce the duration, area, or scope matter of activities restricted is deemed to such provision, and, in its reduced form, such provision shall then be too broad, the court enforceable and shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable lawenforced. Director Consultant acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, and their Affiliated Companies Amalgamated and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer Amalgamated will be entitled to exercise all rights including, without limitation, obtaining seeking to obtain one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in Illinois without the necessity of posting any bond or security (all of which are waived by the DirectorConsultant), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages. Consultant and Amalgamated hereby agree that they will negotiate in good faith to amend this Agreement from time to time to modify the terms of Sections 7(d), 7(e), and 7(f) and the definition of the term “Business,” to reflect changes in Amalgamated’s business affairs so that the scope of the limitations placed on his activities by Section 7 accomplishes the parties’ intent in relation to the then current facts and circumstances. Any such amendment shall be effective only when completed in writing and signed by Consultant and Amalgamated.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director Executive acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Executive agrees that his or her position as a director employee of Seller the Employer, involves duties and authority relating to all aspects of the Business Activities and all of the Restricted AreaTerritory. Director Executive further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Executive and Buyer Employer agree that DirectorExecutive’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Employer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that It is the intention of the parties that, if any court construes any provision or clause of this Agreement, or any portion thereof, to be illegal, void, or unenforceable because of the foregoing provisions is deemed to be unenforceable because duration of such provision or the geographyarea or matter covered thereby, timesuch court shall reduce the duration, area, or scope matter of activities restricted is deemed to such provision, and, in its reduced form, such provision shall then be too broad, the court enforceable and shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable lawenforced. Director Executive acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, and their Affiliated Companies Employer and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer Employer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in South Carolina without the necessity of posting any bond or security (all of which are waived by the DirectorExecutive), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages. The Executive and the Employer hereby agree that they will negotiate in good faith to amend this Agreement from time to time to modify the terms of Sections 1(a), 1(b) and 1(c) and the definition of the term “Business,” to reflect changes in the Employer’s business affairs so that the scope of the limitations placed on the Executive’s activities by Section 1 accomplishes the parties’ intent in relation to the then current facts and circumstances. Any such amendment shall be effective only when completed in writing and signed by the Executive and the Employer.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, Buyer and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller and the Bank that are derived from the acquisition of Seller by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller and the Bank and, if applicable after the Effective Time, as an advisory director of First Community, involves duties and authority information relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Buyer and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in the State of South Carolina without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, Buyer and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller and Bank that are derived from the acquisition of Seller by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller and Bank and, if applicable after the Effective Time, as an advisory director of CresCom, involves duties and authority information relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Buyer and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in the State of South Carolina without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director Executive acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director Executive acknowledges that each of Buyer, SNB, Parent and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller Independence Bancshares and Independence Bank that are derived from the acquisition of Seller Independence Bancshares by BuyerParent. Director Executive acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Executive agrees that his or her position as a director an employee of Seller Independence Bancshares and Independence Bank involves duties and authority information relating to all aspects of the Business Activities and all of the Restricted Area. Director Executive further acknowledges represents and warrants that complying with the provisions contained in this Agreement will not preclude him or her Executive from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Executive and Buyer Parent agree that DirectorExecutive’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Parent to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director Executive and Buyer Parent agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director Executive acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Parent and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer Parent will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in the State of South Carolina without the necessity of posting any bond or security or proving irreparable damage (all of which are waived by the DirectorExecutive), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director Executive acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director Executive acknowledges that each of Buyer, SNB, Parent and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller Independence Bancshares and Independence Bank that are derived from the acquisition of Seller Independence Bancshares by BuyerParent. Director Executive acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Executive agrees that his or her position as a director an employee of Seller Independence Bancshares and Independence Bank involves duties and authority information relating to all aspects of the Business Activities and all of the Restricted Area. Director Executive further acknowledges represents and warrants that complying with the provisions contained in this Agreement will not preclude him or her Executive from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Executive and Buyer Parent agree that DirectorExecutive’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Parent to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director Executive and Buyer Parent agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director Executive acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Parent and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer Parent will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, in any federal or state court of competent jurisdiction in the State of South Carolina without the necessity of posting any bond or security or proving irreparable damage (all of which are waived by the DirectorExecutive), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, Buyer and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller Big Muddy that are derived from the acquisition of Seller Big Muddy by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller Big Muddy involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Buyer and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, Buyer and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Buyer and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director Executive acknowledges and agrees that the covenants in this Agreement are direct consideration for Company has a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, and its Affiliated Companies have a current present and future expectation of business within the Restricted Area geographic areas served by the Company and from the current present and proposed customers of Seller that are derived from the acquisition Company. Executive acknowledges the reasonableness of Seller by Buyer. Director acknowledges that the term, geographic area, scope of activities and other aspects of the scope of the covenants set forth in this Agreement are reasonableAgreement, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director Executive further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Executive and Buyer Company agree that DirectorExecutive’s obligations under the above covenants covenant are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Company to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant; provided, however, that the noncompete covenant contained in Section 7(b) shall not be enforceable if and while Company fails to pay compensation due to Executive pursuant to Section 2 or Section 4 of this Agreement, excepting payroll mistakes, payroll processing difficulties, miscalculation of amounts due or withholding of payments due to good faith disputes over entitlement to payment, over calculation of a payment or over the reason for termination or resignation, within thirty (30) days after receiving accurate written notice from Executive that Company has failed to make payment and demanding that such payment be made. Director and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and Executive agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, and their Affiliated Companies Company and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer Company will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, and other equitable relief, including specific performance relief in the event any court of any breach or threatened breach of this Agreement, competent jurisdiction without the necessity of posting any bond bond. Executive also agrees that he shall be responsible for all damages incurred by Company due to any breach of the restrictive covenants contained in this Agreement and, if Company succeeds in enforcing any portion of any restrictive covenant or security (otherwise prevails in any action for enforcement or breach, that Company shall be entitled to have Executive pay all costs and attorneys’ fees incurred by Company in any such action for enforcement or breach. The provisions of which are waived by this Section 7 shall survive the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damagestermination of this Agreement.

Enforceability of Covenants. Director Employee acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director Employee acknowledges that each of Buyer, SNB, SNB and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director Employee acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Employee agrees that his or her position as a director an Employee of Seller Dxxxxxxx and/or the Bank involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director Employee further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Employee and Buyer agree that DirectorEmployee’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions provision of this Agreement shall not constitute a defense to the enforceability of this covenant. Director Employee and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director Employee acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, SNB and their Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director Employee hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the DirectorEmployee), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director Executive acknowledges and agrees that the covenants Company has purchased through the Merger Agreement the Trade Secrets, Confidential Information, customer relationships and other goodwill of Target and that the Company has a legitimate business interest in this Agreement are direct consideration for a sale protecting those items and the benefits of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a businessits purchase. Director Executive further acknowledges that each of Buyer, SNB, and its Affiliated Companies have the Company has a current and future expectation of business within the Restricted Area geographic areas served by Target and from the current and proposed customers of Seller Target and/or the Company and that are derived from this Agreement is a reasonable means of protecting the acquisition benefits of Seller by Buyerthe Company's purchase and its other legitimate business interests, including its Trade Secrets and Confidential Information, customer relationships and other goodwill. Director Executive acknowledges that the term, geographic area, area and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Executive agrees that his or her position as a director of Seller involves an executive with Target involved duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director Executive further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Executive and Buyer the Company agree that Director’s Executive's obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer Company to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenantthese covenants. Director Executive and Buyer the Company agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and Executive agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Company and their Affiliated Companies its affiliates and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer the Company will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, and other equitable relief, including specific performance relief in the event any court of any breach or threatened breach of this Agreement, competent jurisdiction without the necessity of posting any bond or security (bond. Executive also agrees that he shall be responsible for all of which are waived damages incurred by the Director)Company or its affiliates due to any breach of the restrictive covenants contained in this Agreement. The parties hereto agree and acknowledge that the prevailing party, and in any litigation or dispute resolution process to exercise all other rights or remedies, at law or in equity, including, without limitation, enforce the rights and obligations of the parties in this Agreement, shall be entitled to damagesrecover its costs and attorneys' fees (from the non-prevailing party) incurred to enforce the restrictive covenants in this Agreement.

Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, Buyer and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions covenants is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, Buyer and their its Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

Enforceability of Covenants. Director Employee acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director Employee acknowledges that each of Buyer, SNB, SNB and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director Employee acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, consideration or scope of the covenants set forth herein. Director Employee agrees that his or her position as a director an Employee of Seller Fourth Street and/or the Bank involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director Employee further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, trade or business, or from becoming gainfully employed. Director Employee and Buyer agree that DirectorEmployee’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions provision of this Agreement shall not constitute a defense to the enforceability of this covenant. Director Employee and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, time or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director Employee acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, SNB and their Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director Employee hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, relief and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the DirectorEmployee), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.