Common use of Shareholder Approval Clause in Contracts

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees to Following the date that the Registration Statement is declared effective by the SEC, Sunshine shall take, in accordance with applicable law Law and the CBTC Articles articles of incorporation and the CBTC Bylawsbylaws of Sunshine, all action necessary to convene an appropriate a special meeting of its shareholders as promptly as practicable to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by CBTCSunshine’s shareholders in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Sunshine Meeting”) and shall take all lawful action to solicit such approval by such shareholders. Sunshine shall use its commercially reasonable efforts to obtain the Requisite Sunshine Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Sunshine Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Sunshine in connection with the Sunshine Meeting are solicited in compliance with the MGCL, the articles of incorporation and bylaws of Sunshine, and all other applicable legal requirements. Except with the prior approval of CenterState, other than the items noted above, no other matters shall be submitted for the approval of Sunshine shareholders at the Sunshine Meeting. Except to the extent provided otherwise in Section 5.09, the board of directors of Sunshine shall at all times prior to and during the Sunshine Meeting recommend approval of this Agreement by the shareholders of Sunshine and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Sunshine’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that hereby (the CBTC Board may fail to make such recommendation, or change“Sunshine Recommendation”) and shall not withhold, withdraw, qualify or amend, modify, change or publicly propose to change, withdraw, qualify or modify, such recommendation in a manner that is adverse in any respect to United, the interests of CenterState or take any other action or make any other public statement inconsistent with such recommendation (an “Adverse Recommendation Change”)and the Proxy Statement-Prospectus shall include the Sunshine Recommendation. In the event that there is present at such meeting, if in person or by proxy, sufficient favorable voting power to secure the CBTC Board hasRequisite Sunshine Shareholder Approval, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered Sunshine will not adjourn or postpone the advice of its outside legal counsel, determined Sunshine Meeting unless Sunshine is advised by counsel that the failure to make an Adverse Recommendation Change do so would be reasonably likely to constitute result in a breach of the fiduciary duties of the members board of directors of Sunshine. Sunshine shall keep CenterState updated with respect to the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, proxy solicitation results in connection with the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if Sunshine Meeting as reasonably requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawCenterState.

Shareholder Approval. CBTC The Company agrees to take, in accordance with applicable law Law and the CBTC Company Articles and the CBTC Company Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly soon as practicable after the Registration Statement Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. The CBTC Subject to Sections 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend that such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the CBTC shareholders approve and adopt “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the transactions contemplated herebyMerger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the CBTC Board may fail to make such recommendationCompany may, without the prior written consent of Parent, adjourn or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Changeoriginally scheduled, the CBTC Board Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on adjourn the fifth (5th) business day following delivery of Company Special Meeting until such noticedate as shall be mutually agreed upon by the Company and Parent, which notice date shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the not be less than five (5) business day period referred days nor more than ten (10) days after the date of adjournment, and subject to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the CBTC Board solicitation of proxies from shareholders relating to proceed without an Adverse Recommendation Change the Company Shareholder Approval, (it being understood that United shall not be required to propose any such adjustments); and (cB) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counselParent, that if the failure to take such action adjourn or postpone the Company Special Meeting would reasonably be reasonably likely expected to constitute be a breach violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the fiduciary duties Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the members of Company Articles or the CBTC Board under applicable lawCompany Bylaws.

Shareholder Approval. CBTC agrees The Board of Directors of Company has resolved to take, in accordance with applicable law recommend to Company’s shareholders that they approve this Agreement and the CBTC Articles and the CBTC Bylaws, all action necessary will submit to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s its shareholders for consummation in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Merger Company Certificate and Company Bylaws, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “CBTC Shareholders’ Meeting”), as promptly as practicable after Purchaser has obtained the Registration SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to this Section 6.3 shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject to the provisions of Section 6.8, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall use its best efforts to obtain from its shareholders the requisite affirmative vote approving this Agreement (the “Company Shareholder Approval”). Notwithstanding any Change in the Company Recommendation, this Agreement shall be submitted to the shareholders of Company at the Shareholders’ Meeting for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Recommendation permitted hereunder, then the Board of Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of the Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement is declared effectiveor an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.8. The CBTC In addition to the foregoing, neither Company nor its Board of Directors of Company shall recommend that to its shareholders or submit to the CBTC vote of its shareholders approve and adopt any Acquisition Proposal other than the Agreement and Merger. Except as set forth in Section 6.8, neither the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedPurchaser, the Company Recommendation or take any such recommendation action, or make any public statement, filing or release inconsistent with the Company Recommendation (an any of the foregoing being a “Adverse Recommendation ChangeChange in the Company Recommendation”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC The Company agrees to take, in accordance with applicable law Law and the CBTC Articles Company Charter and the CBTC Company Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly soon as practicable after the Registration Statement is declared effective (and will in any event use reasonable best efforts to convene such meeting no later than fifty-five (55) calendar days after the Registration Statement is declared effective), a special meeting or meetings of its shareholders duly called and held for such purposes (the “Company Meeting”) to consider and to obtain the Company Shareholder Approval. Subject to Section 5.06(c), the Company Board shall at all times prior to and during such special meeting recommend such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Meeting whether or not (x) the Company’s Board of Directors shall have effected a Company Change of Recommendation or (y) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The CBTC Board Company shall recommend not, without the prior written consent of Parent, adjourn or postpone the Company Meeting; provided that the CBTC Company may, without the prior written consent of Parent, adjourn or postpone the Company Meeting (A) if, as of the time for which the Company Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Prospectus/Proxy Statement, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is four (4) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established a record date for the Company Meeting, the Company shall not change such record date or establish a different record date for the Company Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Charter or the Company Bylaws or in connection with a postponement or adjournment of the Company Meeting permitted by this Section 5.04. Without the prior written consent of Parent, approval of the principal terms of this Agreement and the transactions contemplated hereby (including the Merger) shall be the only matter (other than matters of procedure (including a customary adjournment proposal to solicit additional proxies if necessary to obtain the Company Shareholder Approval) and matters required by applicable Law to be voted on by the Company’s shareholders approve and adopt in connection with the approval of this Agreement and the transactions contemplated hereby; provided ) that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly Company shall propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if be acted on by the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach shareholders of the fiduciary duties of Company at the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawCompany Meeting.

Shareholder Approval. CBTC agrees The Board of Directors of Company has resolved to take, in accordance with applicable law recommend to Company’s shareholders that they approve this Agreement and the CBTC Articles and the CBTC Bylaws, all action necessary will submit to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s its shareholders for consummation in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable law and the Merger (including any adjournment or postponementCompany Articles and Company Bylaws, the “CBTC Meeting”)all action necessary to convene a meeting of its shareholders, as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve practicable, to consider and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions vote upon approval of this Agreement as would enable well as any other such matters. The Board of Directors of Company will use all reasonable best efforts to obtain from its shareholders a vote approving this Agreement. However, if the CBTC Board to proceed without an Adverse Recommendation Change of Directors of Company, after consultation with (it being understood that United shall not be required to propose any such adjustments); and (cbased on the advice of) the CBTC Board, following such five (5) business day periodoutside counsel, determines in good faithfaith that, after consultation with its financial advisors and outside counsel, because of the receipt by Company of an Acquisition Proposal that the failure Board of Directors of Company concludes in good faith constitutes a Superior Proposal, it would more likely than not result in a violation of its fiduciary duties under applicable law to take such action would be reasonably likely continue to constitute a breach recommend this Agreement, then in submitting this Agreement to Company’s shareholders, the Board of Directors of Company may submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the fiduciary duties date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that Company may not take any actions under this sentence until after giving Purchaser at least three business days to respond to any such Acquisition Proposal or other circumstances giving rise to such particular proposed action (and after giving Purchaser notice of the members latest material terms, conditions and identity of the CBTC Board under applicable lawthird party in any such Acquisition Proposal or describe in reasonable detail such other circumstances) and then taking into account any amendment or modification to this Agreement proposed by Purchaser. Nothing contained in this Agreement shall be deemed to relieve the Company of its obligation to submit this Agreement to its shareholders for a vote. The Company shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger.

Shareholder Approval. CBTC (a) Each of TCFC and SHBI agrees to take, in accordance with applicable law and the CBTC TCFC Articles and the CBTC TCFC Bylaws, in the case of TCFC, and the SHBI Articles and the SHBI Bylaws in the case of SHBI, all action necessary to convene an appropriate as soon as reasonably practicable a meeting of its respective shareholders after the Registration Statement (as defined below) is declared effective to consider and vote upon the approval of this Agreement, the issuance of the shares of SHBI Common Stock to the TCFC shareholders as the Merger Consideration in the Merger, and any other matters required to be approved by their respective shareholders for consummation of the Transaction (including any adjournment or postponement, the “TCFC Meeting” and the "SHBI Meeting", respectively), and each of TCFC and SHBI shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date and to set the same record date for such meetings. Except with the prior approval of the other party, no other matters shall be submitted for the approval of the TCFC shareholders at the TCFC Meeting or the SHBI shareholders to the SHBI Meeting. Subject to Section 6.02(b), each of the TCFC Board and the SHBI Board shall at all times prior to and during such TCFC Meeting and SHBI Meeting, respectively, recommend such approval and shall take all reasonable lawful action to solicit such approval by its respective shareholders and shall not (x) withdraw, modify or qualify in any manner adverse to the other party such recommendation or (y) take any other action or make any other public statement in connection with the TCFC Meeting and the SHBI Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). Subject to Section 8.01 and Section 8.02, notwithstanding any Change in Recommendation, this Agreement shall be submitted to the TCFC shareholders at the TCFC Meeting and by SHBI to the SHBI shareholders at the SHBI Meeting for the purpose of approving this Agreement and any other matters required to be approved by CBTC’s their respective shareholders for consummation of in order to consummate the Merger (including any adjournment or postponementTransaction. In addition to the foregoing, neither TCFC nor SHBI shall submit to the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice vote of its outside legal counsel, determined that shareholders any Acquisition Proposal other than the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawMerger.

Shareholder Approval. CBTC agrees In addition, the Issuer shall use its reasonable best efforts to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate hold (a) one special meeting of its shareholders to consider and vote upon obtain the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), Authorized Share Increase Approval as promptly as practicable practical under the circumstances after the Registration Statement is declared effective. The CBTC Board shall recommend that Closing Date and prior to the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner date that is adverse to United, any such recommendation sixty (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a60) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); Closing Date and (b) a separate special meeting of shareholders (which may also be at the annual meeting of shareholders) to obtain the Nasdaq 20% Approval as promptly as reasonably practical under the circumstances after providing the Closing Date and prior to the date that is sixty (60) days following the Closing Date, in each case, with the recommendation of the Issuer’s Board of Directors that such Notice of Recommendation Changeproposals be approved, CBTC and the Issuer shall negotiate solicit proxies from its shareholders in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments connection therewith in the terms same manner as all other management proposals in such proxy statement and conditions all management-appointed proxyholders shall vote their proxies in favor of this Agreement as would enable such proposal. The Issuer shall use its reasonable best efforts to obtain such Shareholder Approval. If the CBTC Board Issuer does not obtain the Shareholder Approval at such special meetings, the Issuer shall use reasonable best efforts to proceed without an Adverse Recommendation Change hold a new special meeting within thirty (it being understood that United 30) days from the date of such previous special meeting to use its reasonable best efforts to obtain such Shareholder Approval. If the Issuer does not obtain the Shareholder Approval at the most recent special meeting, the Issuer shall not be required use reasonable best efforts to propose any seek such adjustments); and Shareholder Approval at each annual meeting thereafter (cstarting in 2024) until the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach earlier of the fiduciary duties date the Shareholder Approval is obtained, or the Notes are no longer outstanding. The Issuer shall file an amendment to its certificate of incorporation to reflect the Authorized Share Increase within ten (10) Business Days after the Authorized Share Increase Approval is obtained. FF Global Partners Investment LLC (formerly known as FF Top Holding LLC) hereby irrevocably agrees that it will take reasonable efforts to cause all shares over which it controls voting power to vote in favor of the members of Shareholder Approval (including the CBTC Board under applicable lawAuthorized Share Increase Approval).

Shareholder Approval. CBTC agrees to take, in accordance In connection with applicable law and the CBTC Articles and Company’s solicitation of the CBTC Bylaws, all action necessary to convene an appropriate meeting of approval by its shareholders of the transactions contemplated by the FSA Purchase Agreement, the Company will include a proposal (the “Proposal”) to consider obtain the approvals necessary under the rules of the NYSE to permit the issuance of the FSA Subsequent Shares and vote upon any Reset Shares or Pre-Emptive Shares related thereto or issuable hereunder (the “FSA Shareholder Approval”). The Company represents and warrants to the Investor that the Board of Directors has, at a duly convened meeting, unanimously determined (with one director abstaining) that the transactions contemplated hereby are fair to and in the best interests of the shareholders of the Company (other than the Investor), approved this Amendment and determined to recommend to the Company’s shareholders that such shareholders approve the actions referenced above (such actions, collectively, the “Board Recommendation”). The Company will include the Proposal in the proxy statement related to the shareholders’ meeting at which the approval of this the transactions contemplated by the FSA Purchase Agreement will be considered (and the Investor will reasonably cooperate with the Company in connection therewith) and will use reasonable best efforts to solicit proxies for such shareholder approval. The Company will provide the Investor with drafts of the proxy statement and any amendments or supplements thereto prior to their filing with the Commission and a reasonable opportunity to comment thereon. The Company will notify the Investor promptly of the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to such proxy statement or for additional information, in each case to the extent related to the Investment Agreement or this Amendment or the transactions contemplated thereby, and will supply the Investor with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Commission or its staff, on the other matters hand, with respect to such proxy statement, to the extent related to the Investment Agreement or this Amendment or the transactions contemplated thereby. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be approved by CBTC’s shareholders for consummation of set forth in an amendment or supplement to the Merger (including any adjournment or postponementproxy statement, the “CBTC Meeting”), Company will as promptly as practicable after the Registration Statement is declared effectiveprepare and mail to its shareholders such an amendment or supplement. The CBTC Board Company agrees promptly to correct any information in the proxy statement if and to the extent that such information shall recommend that the CBTC shareholders approve and adopt the Agreement have become false or misleading in any material respect, and the transactions contemplated hereby; provided that Company will as promptly as practicable prepare and mail to its shareholders an amendment or supplement to correct such information to the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if extent required by applicable laws and regulations. The Company will provide the CBTC Board has, after having consulted Investor with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach drafts of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) proxy statement and any amendments or supplements thereto prior to making an Adverse Recommendation Change, the CBTC Board shall mailing and will provide written notice to United (Investor a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments comment thereon. The Board Recommendation will be included in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any proxy statement filed in connection with obtaining such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawshareholder approval.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, (a) Company shall take all action steps necessary to duly call, give notice of, convene an appropriate and hold a meeting of its shareholders (the “Company Shareholders’ Meeting”), to consider and vote be held as soon as practicable after the date on which the Form S-4 becomes effective, for the purpose of voting upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for the consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that . Except as permitted by Section 5.4(b) below, the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation of Directors of Company shall recommend approval and adoption of this Agreement and the consummation of the transactions contemplated hereby (an the “Adverse Recommendation ChangeCompany Recommendation”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of include such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments recommendation in the terms Proxy Statement and conditions shall use all reasonable efforts to obtain the approval of this Agreement as would enable by the CBTC affirmative vote of the holders of a majority of the outstanding shares of Company Shares entitled to vote thereon at the Company Shareholders’ Meeting (the “Company Shareholder Approval”). Unless permitted by Section 5.4(b) below, neither the Board of Directors of Company nor any committee thereof shall (i) withdraw, modify or qualify, or propose publicly to proceed without withdraw, modify or qualify, in any manner adverse to Parent, the approval of this Agreement, the transactions contemplated hereby or the Company Recommendation (any of the foregoing, a “Change in the Company Recommendation”), or (ii) approve or recommend, or propose publicly to approve or recommend, any Alternative Transaction. For purposes of this Agreement, a Change in the Company Recommendation shall include any approval or recommendation (or public proposal to approve or recommend) by the Board of Directors of Company or any committee thereof of an Adverse Recommendation Change Alternative Transaction, or any failure by the Board of Directors of Company to recommend against an Alternative Transaction within the ten (it being understood 10) Business Day period specified in Rule 14e-2(a) under the Exchange Act. In the event that United shall not Parent determines that additional time may be required in order to propose any such adjustments); and (c) seek the CBTC Boardvote of Company shareholders required to obtain the Company Shareholder Approval, following such five (5) business day periodCompany will delay, determines in good faith, after consultation with its financial advisors and outside counsel, that postpone or adjourn the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawCompany Shareholders’ Meeting as requested by Parent.

Shareholder Approval. CBTC agrees As of the date of this Agreement, the Board of Directors of Company has adopted resolutions approving the Merger, on substantially the terms and conditions set forth in this Agreement, and directing that the Merger, on such terms and conditions, be submitted to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary Company’s shareholders for their consideration. The Board of Directors of Company will submit to convene an appropriate meeting of its shareholders to consider and vote upon the approval plan of merger contained in this Agreement and any other matters required to be approved or adopted by CBTC’s its shareholders for consummation in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable law and the Merger (including any adjournment or postponementCompany Articles and Company Bylaws, the “CBTC Meeting”)all action necessary to convene a meeting of its shareholders, as promptly as practicable practicable, to consider and vote upon approval of the plan of merger as well as any other such matters. The record date for any such meeting of Company shareholders shall be determined in prior consultation with and subject to the prior approval of Parent, and shall in any case be no fewer than 3 business days after the Registration Statement is declared effectiveShare Exchange Closing. The CBTC Board shall recommend that of Directors of Company will use all reasonable best efforts to obtain from its shareholders a vote approving and adopting the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, plan of merger contained in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”)this Agreement. However, if the CBTC Board hasof Directors of Company, after having consulted consultation with its financial advisor with respect to financial matters (and having consulted with and considered based on the advice of its outside legal of) counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faithfaith that, after consultation with its financial advisors and outside counselbecause of a conflict of interest or other special circumstances (it being agreed that such special circumstances will include, for purposes of this Agreement, the receipt by Company of an Acquisition Proposal that the failure Board of Directors of Company concludes in good faith constitutes a Superior Proposal), it would violate its fiduciary duties under applicable law to take such action would be reasonably likely continue to constitute a breach recommend the plan of merger set forth in this Agreement, then in submitting the plan of merger to Company’s shareholders, the Board of Directors of Company may submit the plan of merger to its shareholders without recommendation (although the resolutions adopting this Agreement as of the fiduciary duties date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that it may not take any actions under this sentence until after giving Parent at least five business days to respond to any such Acquisition Proposal or other circumstances giving rise to such particular proposed action (and after giving Parent notice of the members latest material terms, conditions and identity of the CBTC Board under applicable lawthird party in any such Acquisition Proposal or describe in reasonable detail such other circumstances) and then taking into account any amendment or modification to this Agreement proposed by Parent (it being agreed that paragraph six of the Confidentiality Agreement will not preclude such a response or proposal).

Shareholder Approval. CBTC agrees (a) The Board of Directors of Company has resolved to take, in accordance with applicable law recommend to Company’s shareholders that they approve this Agreement and the CBTC Articles and the CBTC Bylaws, all action necessary will submit to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s its shareholders for consummation in order to carry out the intentions of this Agreement. Company shall duly take, in accordance with applicable law and the Merger (including any adjournment or postponementCompany Certificate and Company Bylaws, the “CBTC Meeting”)all action necessary to call, give notice of, convene and hold a meeting of its shareholders, as promptly as reasonably practicable after the Registration Statement Form S-4 is declared effectiveeffective under the Securities Act by the SEC, for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholder Meeting”). The CBTC Board shall recommend that of Directors of Company will use all reasonable best efforts to obtain from its shareholders the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”)Company Shareholder Approval. However, if the CBTC Board hasof Directors of Company, after having consulted consultation with its financial advisor with respect to financial matters (and having consulted with and considered taking account of the advice of its outside legal of) counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faithfaith that, after consultation with its financial advisors and outside counsel, because of the receipt by Company of a Company Acquisition Proposal that the failure to take such action Board of Directors of Company concludes in good faith constitutes a Company Superior Proposal, it would be reasonably more likely than not to constitute result in a breach violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to Company’s shareholders, the Board of Directors of Company may submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the fiduciary duties date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the members basis for its lack of a recommendation to its shareholders in the CBTC Board Company Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that Company may not take any actions under applicable lawthis sentence until after giving Purchaser at least three business days’ notice. Nothing contained in this Agreement shall be deemed to relieve Company of its obligation to submit this Agreement to its shareholders for a vote. Company shall not submit to the vote of its shareholders any Company Acquisition Proposal other than the Merger.

Shareholder Approval. CBTC agrees The Board of Directors of Company has resolved to take, in accordance with applicable law recommend to Company’s shareholders that they approve this Agreement and the CBTC Articles and the CBTC Bylaws, all action necessary will submit to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s its shareholders for consummation in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Merger Company Articles and the Company Bylaws, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “CBTC Company Shareholders’ Meeting”), to be held as promptly as practicable after Purchaser has obtained the Registration SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to this Section 6.3 shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject to the provisions of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall use its best efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Shareholder Approval”), including, if necessary, adjourning the Company Shareholders’ Meeting if there are insufficient votes to approve this Agreement to allow additional time to attain the Company Shareholder Approval. Notwithstanding any Change in the Company Recommendation, this Agreement shall be submitted to the shareholders of Company at the Company Shareholders’ Meeting for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Recommendation permitted hereunder, then the Board of Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of this Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement is declared effectiveor an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. The CBTC In addition to the foregoing, except as provided in Section 6.7, neither Company nor its Board of Directors of Company shall recommend that to its shareholders or submit to the CBTC vote of its shareholders approve and adopt any Acquisition Proposal other than the Agreement and Merger. Except as set forth in Section 6.7, neither the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedPurchaser, the Company Recommendation or take any such recommendation action, or make any public statement, filing or release inconsistent with the Company Recommendation (an any of the foregoing being a “Adverse Recommendation ChangeChange in the Company Recommendation”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees Shelby County shall submit this Agreement and the Merger to take, its shareholders for approval at a meeting to be called and held in accordance with applicable law and the CBTC Articles of Incorporation and By-Laws of Shelby County on a date mutually acceptable to Shelby County and Blue River. Shelby County shall use its reasonable efforts to hold such meeting of shareholders no later than sixty (60) days following the date of this Agreement. In connection with such meeting of shareholders of Shelby County, (a) Shelby County shall deliver to its shareholders a proxy statement relating to the Merger ("Proxy Statement") which shall include a copy of this Agreement and all other information required to be provided to shareholders of Shelby County in accordance with applicable law; and (b) the Board of Directors of Shelby County shall recommend, by at least a majority vote, to Shelby County's shareholders that such shareholders approve this Agreement and the CBTC BylawsMerger and shall solicit proxies in favor of this Agreement from such shareholders (unless, all action necessary in the written opinion of counsel for Shelby County, the fiduciary duties of such Board might reasonably be found to convene an appropriate meeting prohibit such a recommendation, in which event the individual members of its shareholders the Board of Directors shall nevertheless remain personally obligated to consider vote in favor of this Agreement and vote upon the Merger pursuant to their personal undertakings set forth elsewhere in this Agreement). Immediately following the approval of this Agreement and any other matters required to be approved by CBTC’s the shareholders for consummation of the Merger (including any adjournment or postponementShelby County, the “CBTC Meeting”)Shelby County, as promptly as practicable after the Registration Statement is declared effective. The CBTC sole shareholder of SCSB, and the Board of Directors of SCSB shall recommend that each approve the CBTC shareholders approve Conversion and adopt the Agreement and Plan of Conversion. Shelby County shall use its reasonable efforts to cause Trident Financial Corporation ("Trident") to issue, no later than the transactions contemplated hereby; provided date of the Proxy Statement, Trident's written opinion ("Fairness Opinion") stating that the CBTC Board may fail Conversion Price is fair to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in the shareholders of Shelby County from a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice point of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board view. Shelby County shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include attach a copy thereof of Trident's fairness opinion to the proxy statement to be delivered to Shelby County's shareholders in connection with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term meeting of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to shareholders referenced in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law6.01.

Shareholder Approval. CBTC agrees The TRBI Board will submit to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval plan of merger contained in this Agreement and any other matters required to be approved or adopted by CBTC’s shareholders for consummation in order to carry out the intentions of this Agreement. In furtherance of that obligation, TRBI will take, in accordance with applicable law, applicable NASDAQ National Market System rules, the Merger rules of any other relevant exchange and its Constituent Documents, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “CBTC TRBI Meeting”), as promptly as practicable practicable, to consider and vote upon approval of the plan of merger as well as any other such matters. Except as specifically provided in the second succeeding sentence below, the TRBI Board will use all reasonable best efforts to obtain from its shareholders a vote approving the plan of merger contained in this Agreement, including providing an unqualified recommendation that its shareholders vote in favor of the Merger. Unless the Agreement has previously been terminated pursuant to Article VIII, TRBI shall be obligated to hold the TRBI Meeting notwithstanding any Acquisition Proposal or other event or circumstance, and TRBI agrees that it will not submit any Acquisition Proposal to its shareholders for a vote. However, notwithstanding the foregoing or anything herein to the contrary, if the TRBI Board, after consultation with (and based on the Registration Statement is declared effective. The CBTC Board shall recommend advice of) counsel, determines in good faith that, because of the receipt by TRBI of an Acquisition Proposal that the CBTC TRBI Board concludes in good faith constitutes a Superior Proposal, it would more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend the plan of merger set forth in this Agreement, then, in submitting the plan of merger to the TRBI Meeting, the TRBI Board may submit the plan of merger to its shareholders approve and adopt without recommendation (although the resolutions adopting this Agreement and as of the transactions contemplated herebydate hereof may not be rescinded or amended), in which event the TRBI Board may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that the CBTC TRBI Board may fail not take any actions under this sentence until after giving BBVA at least 10 business days to make respond to such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Acquisition Proposal (and include a copy thereof with all accompanying documentationafter giving BBVA notice of the latest material terms, if conditions and identity of the third party in writing), the Acquisition Proposal) and identify the Person making such Superior Proposal, if applicable (it being understood that then taking into account any amendment or modification to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawproposed by BBVA.

Shareholder Approval. CBTC agrees Notwithstanding anything to takethe contrary herein or in the Standby Agreement or any other agreement contemplated hereby or thereby, in accordance with applicable law the parties hereto acknowledge and agree that the CBTC Articles and obligation of Diversus hereunder to consummate the CBTC Bylawstransactions contemplated by this Agreement, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of Standby Agreement or any other agreement contemplated by this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of or the Merger Standby Agreement (including any adjournment or postponementsuch agreements, the “CBTC MeetingTransaction Agreements” and such transactions, the “Transactions”) shall be conditioned upon the receipt of the Shareholder Approval (as defined below). Diversus covenants to submit the applicable Transaction Agreements and the Transactions to its shareholders within ten (10) days of receipt of a copy of the “Litigation Termination” (defined below). If Diversus does not receive the Shareholder Approval prior to (i) if such matters are submitted to a vote of shareholders at a meeting thereof called for the purpose of seeking a vote on such matters, as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend final adjournment of such meeting, or (ii) if such matters are submitted to the shareholders for action by written consent in lieu of a meeting, the earlier of (x) the date, if any, on which Diversus receives written instruments dissenting from such matters such that the CBTC shareholders approve Shareholder Approval shall be incapable of being obtained or (y) the close of business on the 30th calendar day following the date on which Diversus first mails any consent solicitation statement or other similar document seeking shareholder action by written consent in lieu of a meeting. Notwithstanding anything to the contrary herein or in the Standby Agreement or any other agreement contemplated hereby or thereby, the parties hereto acknowledge and adopt agree that, solely in the Agreement and case that Shareholder Approval is not obtained for the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters herein and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.Standby Agreement

Shareholder Approval. CBTC agrees (a) The Granite Board has resolved to take, in accordance with applicable law recommend to the Granite stockholders that they approve this Agreement and the CBTC Articles and the CBTC Bylaws, all action necessary will submit to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s its shareholders to carry out the intentions of this Agreement. In furtherance of that obligation, as promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act, Granite shall (i) take all lawful action to duly call, give notice of, convene and hold a meeting of its stockholders for consummation the purpose of obtaining the adoption of this Agreement and the approval of the Merger (including any adjournment or postponement, the “CBTC Granite Stockholders Meeting”) by the holders of a majority of the outstanding shares of Granite Stock entitled to vote thereon (the “Granite Stockholder Approval”), as promptly as practicable after (ii) use its reasonable best efforts to cause the Registration Statement is declared effectiveJoint Proxy Statement/Prospectus to be mailed to Granite’s stockholders and (iii) subject to Section 5.08, include the Granite Recommendation in the Joint Proxy Statement/Prospectus. The CBTC Granite Board shall recommend that not directly or indirectly (x) withdraw, modify or qualify in any manner adverse to FNB such Granite Recommendation or (y) take any other action or make any other public statement in connection with the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendationGranite Stockholders Meeting, or changein reference to an Acquisition Proposal, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse inconsistent with such Granite Recommendation except as and to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect extent expressly permitted by Section 5.08. Subject to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members Granite Board and Section 5.08, Granite shall take all lawful action to solicit from its stockholders proxies in favor of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions adoption of this Agreement as would enable and the CBTC Board approval of the Merger and shall take all other action necessary or advisable to proceed without an Adverse Recommendation Change (it being understood that United shall not be required secure the Granite Stockholder Approval. Notwithstanding anything to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines contrary contained in good faiththis Agreement, after consultation with its financial advisors and outside counselFNB, Granite may adjourn or postpone the Granite Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the failure Joint Proxy Statement/Prospectus is provided to take such action would be reasonably likely Granite’s stockholders or, if as of the time for which the Granite Stockholders Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Granite Stock represented (either in person or by proxy) to constitute a breach quorum necessary to conduct the business of the fiduciary duties Granite Stockholders Meeting. Granite shall otherwise coordinate and cooperate with FNB and its Affiliates with respect to the timing of the members of Granite Stockholders Meeting and will otherwise comply with all legal requirements applicable to the CBTC Board under applicable lawGranite Stockholders Meeting.

Shareholder Approval. CBTC The Company agrees to take, in accordance with applicable law Law and the CBTC Company Articles and the CBTC Company Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly soon as practicable after the Registration Statement Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), a special meeting or meetings of its shareholders duly called and held for such purposes (the “Company Shareholder Meeting”) to consider and to obtain the Company Shareholder Approval. The CBTC Subject to Section 6.9(b)-(c), the Board of Directors of the Company shall at all times prior to and during such special meeting recommend that such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the CBTC shareholders approve and adopt “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the transactions contemplated herebyMerger shall be submitted to the Company’s shareholders at the Company Shareholder Meeting whether or not (x) the Board of Directors of the Company shall have effected an Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Meeting; provided that the CBTC Board may fail to make such recommendationCompany may, without the prior written consent of Parent, adjourn or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that postpone the Company Shareholder Meeting (A) if on the date on which the Company Shareholder Meeting is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Changeoriginally scheduled, the CBTC Board Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on adjourn the fifth (5th) business day following delivery of Company Shareholder Meeting until such noticedate as shall be mutually agreed upon by the Company and Parent, which notice date shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the not be less than five (5) business day period referred days nor more than ten (10) days after the date of adjournment, and subject to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the CBTC Board solicitation of proxies from shareholders relating to proceed without an Adverse Recommendation Change the Company Shareholder Approval, (it being understood that United shall not be required to propose any such adjustments); and (cB) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counselParent, that if the failure to take adjourn or postpone the Company Shareholder Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement, or (C) after consultation with the Company, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Shareholder Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the Record Date, the Company shall not change such action would be reasonably likely record date or establish a different record date for the Company Shareholder Meeting without the prior written consent of Parent, unless required to constitute a breach of do so by applicable Law or the fiduciary duties of Company Articles or the members of the CBTC Board under applicable lawCompany Bylaws.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and (a) Not later than the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable second Business Day after the Registration Statement is declared effective under the Securities Act (but in no event before (1) the information statement contained in the Proxy Statement/Prospectus shall have been delivered to Merger Partner’s Shareholders and (2) the Registration Statement shall have been declared effective. The CBTC Board ), Merger Partner shall recommend that solicit and obtain the CBTC shareholders approve Merger Partner Shareholder Approval by the Written Consents (in a form reasonably acceptable to Public Company) to be executed and adopt delivered by Xxxxxx Partner’s Shareholders for the purposes of (i) evidencing the adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby; provided , (ii) acknowledging that the CBTC Board may fail approval given thereby is irrevocable and that such Shareholder is aware of its rights to make demand appraisal for its shares pursuant to Section 262 of the DGCL, a copy of which was attached to the Written Consent, and that such recommendationShareholder has received and read a copy of Section 262 of the DGCL and (iii) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in connection with the Merger and thereby waives any rights to receive payment in cash of the fair value of its Merger Partner Capital Stock under Section 262 the DGCL. In connection with the Merger Partner Shareholder Approval, or change, withdraw, qualify or modify, or publicly propose Xxxxxx Partner shall comply with all disclosure and other obligations to change, withdraw, qualify or modify, in a manner its Shareholders under the DGCL and any other applicable laws. Merger Partner shall take all action that is adverse both reasonable and lawful to Unitedobtain the Merger Partner Shareholder Approval, subject to compliance with Section 6.01(b). Without limiting the generality of the foregoing, Xxxxxx Partner agrees that its obligations under this Section 6.05(a) shall not be affected by the commencement, public proposal, public disclosure or communication to Merger Partner of any Acquisition Proposal or a Merger Partner Board Recommendation Change. Any solicitation or similar disclosure circulated to Merger Partner’s Shareholders in connection with this Agreement and the Merger shall be in form and substance reasonably satisfactory to Public Company and, except in the case of a Merger Partner Board Recommendation Change, any such recommendation (an “Adverse Recommendation Change”)solicitation or similar disclosure, if the CBTC Merger Partner Shareholder Approval has not already been obtained, shall include the recommendation of Merger Partner Board has, after having consulted with its financial advisor with respect that Merger Partner’s Shareholders consent to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions adoption of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach approval of the fiduciary duties of the members of the CBTC Board under applicable lawMerger.

Shareholder Approval. CBTC agrees (i) As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Acquiror shall (a) duly give notice of and (b) use reasonable best efforts to take, in accordance with applicable law duly convene and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate hold a meeting of its shareholders (the “Acquiror Shareholders Meeting”) in accordance with the Acquiror Organizational Documents, for the purposes of obtaining the Acquiror Shareholder Approval and, if applicable, any approvals related thereto and providing its shareholders with the opportunity to consider elect to effect a Acquiror Shareholder Redemption. Acquiror shall, through the unanimous approval of the Acquiror Board, recommend to its shareholders (the “Acquiror Board Recommendation”), (i) the adoption and vote upon the approval of this Agreement and any other matters required the transactions contemplated hereby (including the Merger) (the “Business Combination Proposal”); (ii) the adoption and the approval of the Domestication in accordance with applicable Law (the “Domestication Proposal”); (iii) the adoption and approval of the issuance of the Acquiror Common Stock (after giving effect, for the avoidance of doubt, to the Domestication and, including, for the avoidance of doubt, the Acquiror Common Stock to be approved issued pursuant to the Merger) in connection with the transactions contemplated by CBTC’s shareholders for this Agreement as required by NYSE (or, if applicable in accordance with Section 7.07(b), Nasdaq) listing requirements (the “Exchange Proposal”); (iv) the adoption and approval of the Acquiror Charter (the “Required Governing Document Proposal”); (v) the adoption and approval of certain differences between the Acquiror Governing Documents prior to the Domestication and the proposed Acquiror Charter and the proposed Acquiror Bylaws; (vi) the adoption and approval of the Acquiror Incentive Equity Plan (the “Incentive Equity Plan Proposal”); (vii) the adoption and approval of each other proposal that either the SEC or NYSE (or, if applicable in accordance with Section 7.07(b), Nasdaq) (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (viii) the adoption and approval of each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the Merger transactions contemplated by this Agreement or the Transaction Agreements; and (ix) the adoption and approval of a proposal for the adjournment of the Acquiror Shareholders Meeting in accordance with the Acquiror Organizational Documents, for reasons including but not limited to, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any adjournment or postponementof the foregoing (the “Adjournment Proposal”), (such proposals in (i) through (ix) together, the “CBTC MeetingTransaction Proposals”). The Acquiror Board may postpone the Acquiror Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Transaction Proposals. The Acquiror may adjourn or postpone, as promptly applicable and in accordance with the Acquiror Organizational Documents, the Acquiror Shareholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Acquiror has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing Acquiror Holders prior to the Acquiror Shareholders Meeting or (D) if the Public Shareholders have elected to redeem a number of Acquiror Shares as practicable after of such time that would reasonably be expected to result in the condition set forth in Section 9.01(h) not being satisfied; provided that, without the consent of the Company, in no event shall Acquiror adjourn or postpone the Acquiror Shareholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned or postponed (as applicable) meeting or to a date that is beyond the Termination Date. The Acquiror Board Recommendation contemplated by this paragraph shall be included in the Registration Statement is declared effective. The CBTC Board shall recommend that / Proxy Statement; provided, that, notwithstanding the CBTC shareholders approve and adopt foregoing, at any time prior to obtaining approval of the Agreement and Transaction Proposals, solely in response to an Acquiror Intervening Event, the transactions contemplated hereby; provided that the CBTC Acquiror Board may fail to make such recommendationmake, or amend, change, withdraw, qualify or modify, withhold or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, the Acquiror Board Recommendation (any such recommendation (an action, a “Adverse Recommendation ChangeChange in Recommendation”), ) if the CBTC Acquiror Board hasshall have determined in good faith, after having consulted consultation with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the that, in response to such Acquiror Intervening Event, a failure to make an Adverse a Change in Recommendation would violate its fiduciary duties under applicable Law and following such Change would be reasonably likely in Recommendation the obligation to constitute a breach solicit proxies in favor of the fiduciary duties of the members of the CBTC Board under applicable lawTransaction Proposals shall terminate; provided that: further, that (asubject to Section 8.02(b)(ii)) prior the Acquiror Board will not be entitled to making an Adverse make, or agree or resolve to make, a Change in Recommendation Change, unless (A) Acquiror delivers to the CBTC Board shall provide Company a written notice to United (a an “Notice of Recommendation ChangeAcquiror Intervening Event Notice”) of its intent advising the Company that the Acquiror Board proposes to announce take such action and containing the material facts underlying the Acquiror Board’s determination that an Adverse Recommendation Change Acquiror Intervening Event has occurred, and (B) at or after 5:00 p.m., Eastern Time, on the fifth fourth (5th4th) business day immediately following delivery of the day on which Acquiror delivered the Acquiror Intervening Event Notice (such notice, period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the fourth (4th) day immediately following the day on which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify Acquiror delivered the Person making such Superior Proposal, if applicable Acquiror Intervening Event Notice (it being understood that any amendment material development with respect to any material term of such Superior Proposal an Acquiror Intervening Event shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to notice but with an additional three (3) business days following day (instead of four day) period from the delivery date of such new notice), the “Acquiror Intervening Event Notice of Recommendation ChangePeriod”); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate the Acquiror Board reaffirms in good faith (after consultation with United (if its outside legal counsel) that the failure to make a Change in Recommendation would violate its fiduciary duties under applicable Law. If requested by United) the Company, Acquiror will and provide United will use its reasonable opportunity best efforts to cause its Representatives to, during the subsequent five (5) business day period Acquiror Intervening Event Notice Period, engage in good faith negotiations with the Company and its Representatives to make such adjustments in the terms and conditions of this Agreement so as would enable to obviate the CBTC Board need for a Change in Recommendation. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to proceed without an Adverse Recommendation Change this Section 8.02 or elsewhere in this Agreement (it being understood other than as otherwise set forth in this Section 8.02(b)(i)). Acquiror agrees that United its obligation to establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders Meeting for the purpose of voting on the Transaction Proposals shall not be required affected by any Change in Recommendation, and Acquiror agrees to propose establish a record date for, duly call, give notice of, convene and hold the Acquiror Shareholders Meeting and submit for the approval of its shareholders the matters contemplated by the Registration Statement / Proxy Statement, regardless of whether or not there shall be any Change in Recommendation. Acquiror shall keep the Company reasonably informed regarding all matters relating to the Transaction Proposals and the Acquiror Shareholders Meeting, including by promptly furnishing any voting or proxy solicitation reports received by Acquiror in respect of such adjustments); matters and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawsimilar updates regarding any redemptions.

Shareholder Approval. CBTC agrees Within two (2) business days following execution of this Agreement, Lincoln shall deliver to take, in accordance with applicable law each Consenting Shareholder the Merger Consent and use commercially reasonable efforts to obtain a duly executed and dated Merger Consent from all Consenting Shareholders promptly after the CBTC Articles execution hereof. The parties intend that those consents of Consenting Shareholders be executed and delivered to Lincoln and Phase Forward by Consenting Shareholders within two (2) business days after delivery of such consents to the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider Consenting Shareholders and vote upon that pursuant thereto the approval of Consenting Shareholders irrevocably adopt and approve this Agreement and the Merger. Lincoln shall ensure that any other matters required to be approved shareholder consents delivered by CBTC’s shareholders for consummation the Consenting Shareholders are obtained in compliance with and are valid and effective under section 7.04 of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as MBCA and Lincoln’s articles of organization and bylaws then in effect. As promptly as practicable after the Registration Statement is declared effective. The CBTC Board execution and delivery to Lincoln and Phase Forward by the Consenting Shareholders of such consents (but in no event later than one business day thereafter), Lincoln shall recommend prepare and mail to every Lincoln Shareholder as of the record date (other than the Consenting Shareholders) the notices required by sections 7.04 and Part 13 of the MBCA, informing them that the CBTC shareholders approve and adopt the this Agreement and the transactions contemplated hereby; provided Merger were adopted and approved by the Consenting Shareholders, describing in reasonable detail the Merger and the Merger Consents, informing them that appraisal rights are available for their Lincoln Common Stock pursuant to Part 13 of the CBTC Board MBCA and providing them such additional information as may fail be necessary for them to make an informed decision whether to exercise appraisal rights under Part 13 of the MBCA. Lincoln shall afford Phase Forward and its counsel a reasonable opportunity to review and comment upon such recommendationnotices or other materials prior to such materials being delivered to the Lincoln Shareholders. Lincoln shall, through its Board of Directors, recommend to the Lincoln Shareholders the approval and adoption of this Agreement. Except in connection with the termination of this Agreement pursuant to Section 12.1, neither the Board of Directors of Lincoln nor any committee or change, withdraw, qualify or modify, or publicly propose to change, subcommittee thereof shall withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangePhase Forward, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery approval of such notice, which notice shall specify any material terms and conditions Board of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making Directors or such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions committee or subcommittee of this Agreement as would enable or the CBTC Merger or the recommendation of such Board of Directors to proceed without an Adverse Recommendation Change (it being understood the Lincoln Shareholders that United shall not be required to propose any such adjustments); they approve and (c) adopt this Agreement and the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawMerger.

Shareholder Approval. CBTC agrees The Board of Directors of Company has resolved to take, in accordance with applicable law recommend to Company’s shareholders that they approve this Agreement and the CBTC Articles and the CBTC Bylaws, all action necessary will submit to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s its shareholders for consummation in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Merger Company Articles and the Company Code, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “CBTC Company Shareholders’ Meeting”), as promptly as practicable after Purchaser has obtained the Registration SEC’s declaration of Table of Contents effectiveness of the Form S-4, to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to this Section 6.3 to submit to shareholders and hold the Company Shareholders’ Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject to the provisions of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall use commercially reasonable best efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Shareholder Approval”). Notwithstanding any Change in the Company Recommendation, this Agreement shall be submitted to the shareholders of Company at the Company Shareholders’ Meeting for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Recommendation permitted hereunder, then the Board of Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of the Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement is declared effectiveor an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. The CBTC In addition to the foregoing, neither Company nor its Board of Directors of Company shall recommend that to its shareholders or submit to the CBTC vote of its shareholders approve and adopt any Acquisition Proposal other than the Agreement and Merger. Except as set forth in Section 6.7, neither the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedPurchaser, the Company Recommendation or take any such recommendation action, or make any public statement, filing or release inconsistent with the Company Recommendation (an any of the foregoing being a “Adverse Recommendation ChangeChange in the Company Recommendation”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees to takeThe Company shall submit this Agreement, in accordance with applicable law the Agreement of Merger and the CBTC Articles transactions contemplated hereby to its shareholders for approval and adoption as provided by Florida Law and the CBTC Bylawsarticles of incorporation and bylaws of the Company within five days of the date hereof. Such submission, all action necessary to convene an appropriate meeting and any proxy or consent in connection therewith, (i) shall include a solicitation of its shareholders to consider and vote upon the approval of the holders of Company Common Stock and (ii) shall specify that adoption of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation approval of the Merger (including any adjournment or postponementshall constitute approval by the Company Shareholders of the appointment of Xxxxx Xxxxx as Securityholder Agent, the “CBTC Meeting”), under and as promptly as practicable after the Registration Statement is declared effectivedefined in this Agreement. The CBTC Board Company shall recommend that use its commercially reasonable efforts to obtain the CBTC shareholders consent of the Company Shareholders sufficient to (i) approve and adopt the Merger, this Agreement and the transactions contemplated hereby; provided that , (ii) constitute a majority of the CBTC Board may fail outstanding shares of Company Common Stock and Company Preferred Stock, voting together, (iii) constitute a majority of the outstanding shares of Company Common Stock, and (iv) enable the Closing to make such recommendationoccur as promptly as practicable. In addition, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, the Company shall (i) promptly submit for approval by the Company Shareholders by the requisite vote (and in a manner satisfactory to Parent) any payments of stock contemplated by this Agreement that is adverse Parent determines may constitute "parachute payments" pursuant to UnitedSection 280G of 36 the Code, any such recommendation that all such payments resulting from the transactions contemplated hereby shall not be deemed to be "parachute payments" pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, or (an “Adverse Recommendation Change”)ii) deliver to Parent evidence satisfactory to Parent that a Company Shareholder vote was held in conformance with Section 280G and the regulations thereunder, if the CBTC Board has, after having consulted with its financial advisor or that such requisite Shareholder approval has not been obtained with respect to financial matters and having consulted with and considered the advice any payment of its outside legal counsel, determined stock that the failure to make an Adverse Recommendation Change would may be reasonably likely deemed to constitute a breach "parachute payment" within the meaning of Section 280G of the fiduciary duties Code and, as a consequence, that such "parachute payment" shall not be made or provided. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and affairs as may be required or appropriate in the disclosure materials submitted to the Company Shareholders (the "Soliciting Materials") and to cause its representatives to cooperate with the other's representatives in the preparation of the members of Soliciting Materials. The Soliciting Materials submitted to the CBTC Board under applicable law; provided that: (a) prior Company Shareholders shall be subject to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms review and conditions of any applicable Superior Proposal approval by Parent (and include information regarding the Company, the terms of the Merger and this Agreement and the recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement, and the transactions contemplated hereby). The Company warrants that none of the information contained in any documents mailed or delivered to the Company Shareholders in connection with soliciting their consent to this Agreement or the Merger, including the Soliciting Materials, will contain any untrue statement of a copy thereof material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with all accompanying documentationrespect to any information supplied by Parent in writing specifically for inclusion or incorporation by reference in any of the Soliciting Materials. Parent warrants that none of the information supplied by Parent in writing for inclusion in any documents mailed or delivered to the Company Shareholders in connection with soliciting their consent to this Agreement and the Merger, including the Soliciting Materials, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall promptly advise Parent, and Parent shall promptly advise the Company, in writing, if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that would make it necessary or appropriate to amend or supplement the Soliciting Materials in writingorder to make the statements contained or incorporated by reference therein not misleading or to comply with applicable Law. The Company agrees to arrange for, at Parent's expense (not to exceed $5,000), a Purchaser Representative who shall have such knowledge and identify experience in financial and business matters that the Person making such Superior ProposalPurchaser Representative is capable of evaluating the merits and risks of an investment in the Parent Common Stock, if applicable (it being understood that any amendment and who shall otherwise satisfy the requirements of Rule 501(h) under the Securities Act, to any material term act as "purchaser representative" within the meaning of such Superior Proposal shall require a new Notice Rule 501(h) under the Securities Act, for certain of Recommendation Change, except that, the Company Shareholders in such case, connection with the five (5) business day period referred to in this Section 7.02 Merger. The Purchaser Representative shall be reduced available at reasonable times to three (3) business days following meet with Company Shareholders to discuss with them the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) merits and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach risks of the fiduciary duties of investment in Parent Common Stock pursuant to the members of the CBTC Board under applicable lawMerger.

Shareholder Approval. CBTC agrees Within 31 days after the date hereof, Solect shall take all action necessary, subject to take, and in accordance with applicable law law, its articles of continuance and bylaws and any outstanding shareholder agreements, to obtain the approval and adoption of this Agreement, the Share Restructuring Plan (including the articles of amendment giving effect thereto) and related matters by Solect's shareholders. Solect shall provide to Amdocs reasonable opportunity to review and comment on any material (collectively, the "Information Statement") proposed to be mailed to Solect's shareholders and/or other security holders in connection with the foregoing approval. Such approval has been recommended by Solect's Board of Directors and management. Concurrently with the execution of this Agreement, Southwest Sun, Inc., KL Group, Inc., Xxxxx Xxxxx, TCV Solect (A) SRL, TCV Solect (B) SRL, TCV Solect (C) SRL, Science Applications International Corporation, BCS Investment SRL, WPG Networking-Software SRL and Xxxxxx Xxxxxxx Xxxx Xxxxxx Equity Funding, Inc. (collectively, the "Solect Principal Securityholders") have executed a Principal Securityholders' Agreement in the form of Exhibit 4.4 (the "Securityholder Agreement"), agreeing, among other things, (i) if such security holder holds Solect Convertible Securities, to exercise or convert such securities into Solect Common Shares prior to the Effective Time, (ii) to vote in favor of the Share Restructuring Plan and the CBTC Articles and the CBTC Bylawstrans actions contemplated by this Agreement, (iii) to take all action necessary to convene an appropriate waive any notice or other time periods contemplated by any agreement that could result in a delay of the date of the shareholders meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for approve the transactions contemplated hereby or that could otherwise result in a delay of the consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that , and (iv) to terminate the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeShareholders Agreement, the CBTC Board shall provide written notice to United Investor's Rights Agreement and the Management Rights Agreement (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on as such terms are defined in Article 8) upon the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawEffective Date.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and (a) As promptly as reasonably practicable after the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval execution of this Agreement Agreement, Seller shall prepare and, after consultation with and consideration in good faith of any comments on the Proxy Statement proposed by Buyer, file with the Securities and Exchange Commission (the “SEC”) a proxy statement in preliminary form (together with any amendments thereof or supplements thereto and any other matters required proxy materials, the “Proxy Statement”) for a special meeting of the Seller Shareholders (including any adjournments and postponements thereof, the “Shareholder Meeting”) to obtain the Shareholder Approval. Seller shall use its reasonable efforts to (i) obtain and furnish the information required to be approved included by CBTCthe SEC in the Proxy Statement and respond, after consultation with Buyer, promptly to any comments made by the SEC with respect to the Proxy Statement, (ii) mail or deliver the definitive Proxy Statement to Seller’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend earlier to occur of (x) receiving notification that the CBTC shareholders approve SEC is not reviewing the preliminary Proxy Statement or (y) the conclusion of any SEC review of the preliminary Proxy Statement and adopt (iii) if necessary, after the Agreement definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, that no such amended or supplemental proxy materials will be filed with the SEC or mailed by Seller without affording Buyer a reasonable opportunity for consultation and review, and Seller shall consider in good faith any comments on such materials reasonably proposed by Buyer. Seller will promptly notify Buyer of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and will promptly supply Buyer with copies of all written correspondence between Seller or its Representatives, on the one hand, and the transactions contemplated herebySEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Transaction. Prior to responding to any comments of the SEC or members of its staff, Seller shall provide Buyer with a reasonable opportunity to consult and review such response and Seller shall consider in good faith any comments on such response reasonably proposed by Buyer. Buyer shall furnish all information concerning itself and its parent company as may be reasonably required to include in the Proxy Statement; provided that information about the CBTC Board may fail Buyer, its parent company or their Affiliates included in the Proxy Statement shall be subject to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters final review and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach approval of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) Buyer. In addition, prior to making an Adverse Recommendation Change, or within ten (10) calendar days after the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions date of this Agreement (and thereafter as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines reasonably determined by Seller in good faith, after consultation with its financial advisors and outside counselBuyer), that the failure to take such action would be reasonably likely to constitute Seller shall conduct a breach “broker search” in accordance with Rule 14a-13 of the fiduciary duties Exchange Act related to setting a record date for the Shareholder Meetings that is twenty (20) Business Days (or such shorter period as may be permitted by Rule 14a-13) after the date of such “broker search”. Seller shall include in the members of Proxy Statement the CBTC Seller Board under applicable lawRecommendation unless the Seller Board Recommendation has been withdrawn, modified or amended in accordance with Section 7.5.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponementa) No later than [·], the Company shall duly call, give notice of, establish a record date for, convene and hold its [·] annual shareholders’ meeting (the “CBTC Shareholders’ Meeting”), as promptly as practicable after for the Registration Statement is declared effectivepurpose of, among other matters, voting upon approval and adoption of the Non-Voting Common Stock Articles Supplementary (and, to the extent necessary, any action of the Company’s shareholders required to appoint the Board Representative) (the “Shareholder Approval”). The CBTC Company shall: (A) through its Board recommend to its shareholders the approval and adoption of the Non-Voting Common Stock Articles Supplementary (and, to the extent necessary, any action of the Company’s shareholders required to appoint the Board Representative) (the “Company Recommendation”); (B) include such Company Recommendation in the proxy statement delivered to shareholders; and (C) use its best efforts to obtain the Shareholder Approval. The Purchasers shall recommend that vote to approve the CBTC Non-Voting Common Stock Articles Supplementary (and, to the extent necessary, any action of the Company’s shareholders approve required to appoint the Board Representative) at the Shareholders’ Meeting and adopt not take any action or inaction to directly or indirectly delay or support any opposition to the Agreement and Shareholder Approval. Neither the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to Uniteda Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation. The Company shall adjourn or postpone the Shareholders’ Meeting, if, as of the time for which such recommendation meeting is originally scheduled there are insufficient shares of Common Stock represented (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely either in person or by proxy) to constitute a breach quorum necessary to conduct the business of such meeting. The Company shall also adjourn or postpone the Shareholders’ Meeting, if on the date of the fiduciary duties Shareholders’ Meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeShareholder Approval and, following such adjournment or postponement, the CBTC Board Company shall provide written notice solicit proxies representing a sufficient number of shares to United (a “Notice obtain the Shareholder Approval. Following the first of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of either such noticeadjournment or postponement, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) a Purchaser, the Company shall retain a proxy solicitor reasonably acceptable to, and provide United reasonable opportunity during on terms reasonably acceptable to, such Purchaser in connection with obtaining the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawShareholder Approval.

Shareholder Approval. CBTC (a) CNB agrees to take, in accordance with applicable law and the CBTC CNB Articles and the CBTC CNB Bylaws, all action necessary to convene an appropriate as soon as reasonably practicable a special meeting of its shareholders to consider and vote upon the approval of this Agreement Agreement, the Merger and any other matters required to be approved by CBTCCNB’s shareholders for consummation of the Merger Transaction (including any adjournment or postponementadjournment, the “CBTC CNB Meeting”). Once the CNB Meeting has been called and noticed, CNB shall not postpone or adjourn the CNB Meeting without the consent of OPOF, provided that if CNB is acting in good faith and in compliance with its obligations under this Section 6.02(a), CNB may postpone or adjourn the CNB Meeting: (i) with the consent of OPOF; (ii) for the absence of a quorum; (iii) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus (as promptly defined herein) is provided to the shareholders of CNB within a reasonable period of time in advance of the CNB Meeting; (iv) to allow reasonable additional time to solicit additional proxies as practicable after necessary to obtain the Registration Statement is declared effectiveapproval of this Agreement; or (v) if required by applicable law. The CBTC Except with the prior written consent of OPOF, no other matters shall be submitted for the approval of the CNB shareholders at the CNB Meeting. Subject to Section 6.02(b), the CNB Board shall at all times prior to and during such meeting recommend that the CBTC such approval and shall take all reasonable lawful action and use reasonable best efforts to solicit such approval by CNB’s shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may shall not (A) fail to make such recommendationcall, give notice of, convene or changehold the CNB Meeting, (B) withdraw, modify or qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a any manner that is adverse to United, OPOF such recommendation or (C) take such other action or make any other public statement in connection with the CNB Meeting inconsistent with such recommendation (an collectively, a “Adverse Recommendation ChangeChange in Recommendation”), if except as and to the CBTC Board hasextent permitted by Section 6.02(b). In addition to the foregoing, after having consulted with CNB shall not submit to the vote of its financial advisor shareholders any Acquisition Proposal with respect to financial matters and having consulted with and considered a transaction other than the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of Merger while this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines is in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable laweffect.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, (a) Target Holding Company shall take all action steps necessary to duly call, give notice of, convene an appropriate and hold a meeting of its shareholders to consider and vote be held as soon as is reasonably practicable for the purpose of voting upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that hereby and thereby (the CBTC "Target Shareholder Meeting"). Subject to the remainder of this Section 6.03(a), Target Holding Company will, through its Board of Directors, recommend to its shareholders approval of this Agreement and the Merger and the transactions contemplated hereby and thereby and such other matters as may be submitted to its shareholders in connection with this Agreement. Except as expressly permitted by this Section 6.03, the Board of Directors of Target Holding Company shall not fail to recommend, or withdraw, modify, or change or propose publicly to withdraw, modify, or change in a manner adverse to the Bank, the approval or recommendation by such Board of Directors of the Merger or the adoption and approval of the matters to be considered at the Target Shareholder Meeting. The Board of Directors may fail to make such recommendation, recommend or change, withdraw, qualify modify or modify, or publicly propose to change, withdraw, qualify or modify, change the recommendation of the Merger in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), the Bank if the CBTC Board hasdetermines in its good faith judgment, after having consulted with its financial advisor with respect based as to financial legal matters and having consulted with and considered on the advice of its outside legal counsel, determined that the making of such recommendation, or the failure to make an Adverse Recommendation Change withdraw, modify or change its recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members Board of the CBTC Board Directors under applicable law; provided that: . Notwithstanding the foregoing, in the event that there is pending, or has been a public announcement of, a Takeover Proposal (a) prior to making an Adverse Recommendation Changeas defined in Section 6.13), the CBTC Board shall provide written notice of Directors may not withdraw, modify or change its approval or recommendation of the Merger or the approval of the matters to United be considered at the Target Shareholders Meeting unless (a “Notice i) the Target Holding Company is not in breach of Recommendation Change”any of the material terms of this Agreement, (ii) the Board determines in its good faith judgment, based as to legal matters on the advice of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside legal counsel, that the making of such recommendation, or the failure to take such action withdraw, modify or change its recommendation, would be reasonably likely to constitute a breach of the fiduciary duties of the members Board of the CBTC Board Directors under applicable law, and (iii) the Bank does not, within 10 business days of delivery of any such Takeover Proposal to the Bank by Target Holding Company, offer to increase either or both of the Per Share Stock Consideration and Per Share Cash Consideration to provide at least substantially the same value as the economic terms as set forth in such Takeover Proposal (provided that the Bank may substitute cash for any non-cash consideration (or vice versa) provided for under such Takeover Proposal so long as a substantially equivalent economic value is provided to the shareholders of Target Holding Company). Nothing in this Section 6.03(a) shall modify the obligations of Target Holding Company and Target Bank under Section 6.13 hereof.

Shareholder Approval. CBTC agrees The Company shall file with the SEC and provide each shareholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company informing such shareholders of the actions taken in accordance with the Resolutions and of the Shareholder Approval (each, as defined below). In addition to takethe foregoing, if required by any governmental or regulatory agency, the Company shall provide each shareholder entitled to vote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), which shall be called at or prior to the Company’s next annual meeting of shareholders, but in no event later than the date that is seventy-five (75) days after the Closing Date (the “Shareholder Meeting Deadline”), a proxy statement, in a form reasonably acceptable to the Buyers after review by Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, not to exceed $15,000, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (the “Resolutions”) providing for (i) a reverse stock split of the Common Stock to cause the Company to become compliant again with the maintenance and listing requirements of the Principal Market (the “Reverse Stock Split”, the Resolution set forth in this clause (i) is referred to herein as the “Reverse Stock Split Resolution” and the date the reverse Stock Split has been obtained, the “Reverse Stock Split Date”) and (ii) the amendment of the Company’s Articles of Incorporation to increase the number of shares of the Company’s authorized Common Stock by no less than the amount required to reserve the Required Reserve Amount pursuant to Section 4(k) hereof (the “Required Increase”) (the Resolution set forth in this clause (ii) is referred to herein as the “Authorized Shares Increase Resolution” and the date the Authorized Shares Increase Resolution has been obtained is referred to herein as the “Authorized Shares Increase Resolution Date”), in each case, in accordance with applicable law law, the provisions of the Articles of Incorporation and the CBTC Articles rules and regulations of the Principal Market (such affirmative approvals being referred to herein collectively as the “Shareholder Approval” and the CBTC Bylawsdate such approvals have been obtained, all action necessary the “Shareholder Approval Date”), and the Company shall use its reasonable best efforts to convene solicit its shareholders’ approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the shareholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s reasonable best efforts, the Shareholder Approval is not obtained at the Shareholder Meeting, the Company shall cause an appropriate meeting additional Shareholder Meeting to be held each calendar quarter thereafter until Shareholder Approval is obtained. Each time the Company seeks the approval of its shareholders for the Shareholder Approval, the Company’s Board of Directors shall recommend to consider the Company’s shareholders that the shareholders vote in favor of the Shareholder Approval at the Shareholders Meeting and vote upon take all reasonable action to solicit the approval of this Agreement and any other matters required the shareholders for the Shareholder Approval. Each time the Company seeks the approval of its shareholders for the Shareholder Approval, the Company’s Board of Directors shall recommend to be approved by CBTCthe Company’s shareholders for consummation that the shareholders vote in favor of the Merger (including any adjournment or postponement, Shareholder Approval at the “CBTC Meeting”), as promptly as practicable after Shareholders Meeting and take all reasonable action to solicit the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach approval of the fiduciary duties of shareholders for the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the Shareholder Approval. No later than five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days Business Days following the delivery Authorized Shares Increase Resolution Date, the Company shall file with the Secretary of State of Colorado a certificate of amendment to the Company’s Articles of Incorporation to effect the Authorized Shares Increase Resolution such that the number of authorized shares of the Company’s Common Stock is increased by no less than the Required Increase, which certificate of amendment shall provide that it shall become immediately effective upon filing (the occurrence of such new Notice of Recommendation Changefiling and the amendment filing, the “Authorized Shares Increase Amendment”); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of The Company shall inform its shareholders of the Company Board Recommendation and take all lawful action to consider hold, as expeditiously as possible, and vote upon in any event within ten (10) calendar days following the approval execution of this Agreement, a shareholder meeting (the “Meeting”) to obtain the Company Shareholder Approval; provided, however, that the Company shall have the right to postpone the date of the Meeting to a date not later than 15 calendar days after the execution of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation following receipt of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), Acquisition Proposal if the CBTC Company Board hasdetermines in good faith, after having consulted consultation with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counselcounsel and financial advisors, determined that the failure to make an Adverse Recommendation Change take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board Company’s directors under applicable law; provided that: . Within two (a2) prior to making an Adverse Recommendation ChangeBusiness Days following the date hereof, the CBTC Board Company shall provide written deliver an information statement and all information that may be required to be given to the Company Equityholders pursuant to the MBCA in connection with the Merger, including, to the extent applicable, adequate notice to United of the Merger and information concerning dissenters’ rights under the MBCA (a the “Notice of Recommendation ChangeShareholder Materials”) of its intent to announce an Adverse Recommendation Change on all Company Equityholders entitled to receive such materials under the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof MBCA. The Shareholder Materials transmitted to Company Equityholders in connection with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions approval of this Agreement as would enable and the CBTC Merger shall include the Company Board Recommendation, shall be in form and substance reasonably satisfactory to proceed without an Adverse Recommendation Change (it being understood that United the Buyer and its counsel, and shall not contain, at the time of the mailing or presentation of the Shareholder Materials and at the time of the meeting of the Company Equityholders to consider approval of this Agreement and the Merger, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Subject to Section 6.1, the Company shall use its reasonable best efforts to solicit from the Company Shareholders their votes or proxies in favor of Company Shareholder Approval and shall take all other action reasonably necessary or advisable to secure the vote or of the Company Shareholders required by the MBCA to obtain Company Shareholder Approval. For the avoidance of doubt, the Company shall be required to propose any hold the Meeting and present this Agreement for Company Shareholder Approval at such adjustments); and (c) Meeting whether or not the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute Company Board has made a breach Change of the fiduciary duties of the members of the CBTC Board under applicable lawRecommendation.

Shareholder Approval. CBTC agrees to (a) Following the execution of this Agreement, Company shall take, in accordance with applicable law Law and the CBTC Articles Certificate of Incorporation and the CBTC BylawsBylaws of Company, all action necessary to convene an appropriate a special meeting of its shareholders as promptly as practicable (and in any event within sixty (60) days following the time when the Registration Statement becomes effective, subject to extension with the consent of Buyer) to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by CBTCCompany’s shareholders for in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponementpostponement thereof, the “CBTC Company Meeting”), as promptly as practicable after and shall, subject to ‎‎Section 5.09 and the Registration Statement is declared effectivelast sentence of this Section 5.04(a), use its commercially reasonable efforts to solicit such 51 approval by such shareholders. The CBTC Board Subject to ‎Section 5.09 and the last sentence of this Section 5.04(a), Company shall recommend use its commercially reasonable efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the CBTC Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the FBCA, the Certificate of Incorporation and Bylaws of Company, Regulation 14A under the Exchange Act and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting other than a proposal relating to an advisory vote on executive compensation as may be required under Rule 14a-21(c) under the Exchange Act. If the Company Board changes the Company Recommendation in accordance with Section 5.09, Company shall not be required to use its commercially reasonable efforts to solicit shareholders to approve and adopt the this Agreement and the transactions contemplated hereby; provided that hereby (including the CBTC Board may fail Merger) or to make such recommendation, or change, withdraw, qualify or modify, or publicly propose use its commercially reasonable efforts to change, withdraw, qualify or modify, in a manner that is adverse obtain the Requisite Shareholder Approval to United, any such recommendation (an “Adverse Recommendation Change”), if consummate the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawMerger; provided that: (a) prior to making an Adverse Recommendation Change, for the CBTC Board shall provide written notice to United (a “Notice avoidance of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such noticedoubt, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to nothing in this Section 7.02 sentence shall be reduced limit Company’s obligation to three (3) business days following ensure that the delivery Company Meeting is called, noticed, convened, held and conducted for purposes of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) considering and provide United reasonable opportunity during voting upon the subsequent five (5) business day period to make such adjustments in the terms and conditions approval of this Agreement as would enable and the CBTC Board to proceed without an Adverse Recommendation Change transactions contemplated hereby (it being understood that United shall not be required to propose any such adjustmentsincluding the Merger); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC (a) Sound Bank agrees to take, in accordance with applicable law Law, the Articles of Incorporation and the CBTC Articles and the CBTC BylawsBylaws of Sound Bank, all action necessary to convene an appropriate a meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTCSound Bank’s shareholders for in order to permit consummation of the Merger transactions contemplated hereby (including any adjournment or postponement, the “CBTC Sound Bank Meeting”)) and shall take all lawful action to solicit such approval by such shareholders. Sound Bank agrees to use commercially reasonable efforts to convene the Sound Bank Meeting by the later of: (i) 90 days following the date of this Agreement or (ii) 60 days following the date of the Fairness Order issued by the Securities Administrator. Except with the prior approval of West Town, as promptly as practicable after no matters other than the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the approval of this Agreement and the transactions contemplated hereby; thereby and a proposal to authorize adjournment of the Sound Bank Meeting, if necessary or appropriate, shall be submitted for the approval of Sound Bank shareholders at the Sound Bank Meeting. Except to the extent otherwise provided that in this Section 5.04 or in Section 5.09, the CBTC Board may fail board of directors of Sound Bank, as a group, shall at all times prior to make such recommendation, or changeand during the Sound Bank Meeting recommend approval of this Agreement by the shareholders of Sound Bank and shall not withhold, withdraw, qualify or amend, modify, change or publicly propose to change, withdraw, qualify or modify, such recommendation in a manner that is adverse to United, in any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted the interests of West Town or any Subsidiary or take any other action or make any other public statement inconsistent with and considered such recommendation. In the advice of its outside legal counselevent that there is present at such meeting, determined in person or by proxy, sufficient favorable voting power to secure the Requisite Sound Bank Shareholder Approval, Sound Bank will not adjourn or postpone the Sound Bank Meeting unless Sound Bank is advised by counsel that the failure to make an Adverse Recommendation Change do so would be reasonably likely to constitute result in a breach of the fiduciary duties of Sound Bank’s board of directors. Sound Bank shall keep West Town updated with respect to the members of proxy solicitation results in connection with the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if Sound Bank Meeting as reasonably requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawWest Town.

Shareholder Approval. CBTC agrees To the extent required by the rules and regulations of the Principal Market, the Company shall provide each shareholder entitled to takevote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), which shall be called and held not later than one hundred eighty (180) days after the Closing Date (the “Shareholder Meeting Deadline”), a proxy statement, in the form which has been previously reviewed by the Holder and its counsel, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions providing for the Company’s issuance of all of the Securities as described in the Exchange Documents in accordance with applicable law and the CBTC Articles rules and regulations of Principal Market (such affirmative approval being referred to herein as the “Shareholder Approval” and the CBTC Bylaws, all action necessary date of such Shareholder Approval shall be referred to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, as the “CBTC MeetingShareholder Approval Date”), as promptly as practicable after and the Registration Statement Company shall use its commercially reasonable efforts to solicit its shareholders’ approval of such resolutions (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the shareholders that they approve such resolutions. If the Company shall be obligated to seek to obtain the Shareholder Approval, then it shall do so by the Shareholder Meeting Deadline. If, despite the Company’s commercially reasonable efforts the Shareholder Approval is declared effectivenot obtained on or prior to the Shareholder Meeting Deadline, the Company shall cause an additional Shareholder Meeting to be held each semi-annual period thereafter until such Shareholder Approval is obtained or until such Shareholder Approval is no longer required under the rules and regulations of the Principal Market or is no longer required to eliminate restrictions on the issuance of Common Shares pursuant to the 2008 Warrants. The CBTC Board Company shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, not directly or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, indirectly take any action which would result in a manner that is adverse to United, any such recommendation Dilutive Issuance (an “Adverse Recommendation Change”), if as defined in the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered Warrant) below the advice of its outside legal counsel, determined that Floor Price (as defined in the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (aWarrant) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood Shareholder Approval Date. The Company agrees that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 action and resulting Dilutive Issuance shall be reduced null and void and that the Holder would be irreparably harmed to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during extent that the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose Company takes any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawaction.

Shareholder Approval. CBTC agrees As promptly as practicable following the date hereof, to takethe extent that Parent is required by applicable stock exchange rules to obtain stockholder approval of the issuance of the Lionsgate Exchange Shares (as defined in the 2016 Exchange Agreement), Parent shall prepare and file with the SEC, an appropriate proxy statement (the “Parent Proxy Statement”) seeking approval of the transactions contemplated by the 2016 Exchange Agreement (the “Stockholder Exchange Approval”). Parent shall use its reasonable best efforts to cause the Parent Proxy Statement to comply with the rules and regulations promulgated by the SEC. Each Stockholder shall furnish all information concerning it as may reasonably be requested by the other party in accordance connection with applicable law such actions and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation preparation of the Merger (including any adjournment or postponementParent Proxy Statement. Parent shall duly give notice of, the “CBTC Meeting”), convene and hold a stockholders’ meeting as promptly as practicable after following the Registration date the Parent Proxy Statement is declared effectivefiled for the purpose of seeking the Stockholder Exchange Approval (or adjournment of the Parent Stockholders’ Meeting under certain circumstances) and shall, (a) recommend to its stockholders approval of the issuance of Lionsgate Exchange Shares (as defined in the Exchange Agreement) and include in the Parent Proxy Statement such recommendation and (b) use its reasonable best efforts to solicit such approval and obtain the Stockholder Exchange Approval. The CBTC Board shall recommend Once the stockholders’ meeting at which the Stockholder Exchange Approval is being sought has been called and noticed, Parent may only adjourn or postpone such stockholders’ meeting (x) to the extent necessary to ensure that any necessary supplement or amendment to the CBTC shareholders approve and adopt Parent Proxy Statement is provided to its stockholders in advance of a vote on the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendationStockholder Exchange Approval, or change(y) if, withdrawas of the time for which the such stockholders’ meeting is originally scheduled, qualify there are insufficient shares of Parent common stock represented (either in person or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely by proxy) to constitute a breach quorum necessary to conduct the business of such meeting and, in any such case (clause (x) or (y)), only for a minimum period of time reasonable under such circumstance. Parent shall ensure that the stockholders’ meeting at which the Stockholder Exchange Approval is being sought is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Stockholders’ Meeting are solicited in compliance with applicable law, the rules of NYSE and the organizational documents of Parent. If the Merger Agreement has not been terminated in accordance with its terms prior to the date of the fiduciary duties of Parent Stockholders’ Meeting (as defined in the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writingMerger Agreement), and identify Parent shall cause the Person making such Superior Proposal, if applicable (it being understood that any amendment stockholders’ meeting seeking the Stockholder Exchange Approval to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, be combined with the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawParent Stockholders’ Meeting.

Shareholder Approval. CBTC agrees (a) As soon as practicable after the date of this Agreement, and in no event later than fifteen (15) business days after the date hereof, Sellers shall prepare and cause to takebe filed with the SEC a proxy statement pursuant to Rule 14a-3 promulgated under Section 14A of the Exchange Act (together with any amendments or supplements thereto, the "Proxy Statement") in connection with the approval and adoption of this Agreement, the Transaction and the other Transaction Documents. The Proxy Statement shall include a statement that Sunland's Board of Directors has approved this Agreement, determined that this Agreement, the Transaction and the other Transaction Documents are in the best interests of Sunland's shareholders and recommends that Sunland's shareholders vote in favor thereof, and Sunland shall use its commercially reasonable efforts to solicit such votes from its shareholders. The Proxy Statement shall comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. Sellers shall immediately advise Purchaser if the Proxy Statement, including any amendments or supplements thereto, at the time filed with the SEC, as of the date of mailing to the shareholders of Sunland or at any other time, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statement therein, in light of the circumstances under which they are made, not misleading. Sunland shall respond promptly to any comments of the SEC or its staff with respect thereto and use its best efforts to have the Proxy Statement cleared by the SEC as soon as practicable after its filing. Sunland shall also promptly furnish to Purchaser and its counsel copies of any correspondence received from the SEC, and shall permit representatives of the Purchaser to attend any telephone calls with the SEC that discuss comments made by its staff. As soon as practicable after clearance by the SEC of the Proxy Statement, Sunland shall mail the Proxy Statement to its shareholders. In addition, Sunland shall take all action necessary in accordance with applicable law Laws and the CBTC Articles its charter to duly call, give notice of, convene and the CBTC Bylaws, all action necessary to convene an appropriate hold a meeting of its shareholders as soon as practicable solely to consider and vote upon the approval of approve this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponementAgreement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement Transaction and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawTransaction Documents.

Shareholder Approval. CBTC agrees The Board of Directors of Company has resolved to take, in accordance with applicable law recommend to Company’s shareholders that they approve this Agreement and the CBTC Articles and the CBTC Bylaws, all action necessary will submit to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s its shareholders for consummation in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Merger Company Articles and the Company Code, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “CBTC Company Shareholders’ Meeting’”), to be held as promptly as practicable after Purchaser has obtained the Registration SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to this Section 6.3 shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject to the provisions of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall use its best efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Shareholder Approval”), including, if necessary, adjourning the Company Shareholders’ Meeting if there are insufficient votes to approve this Agreement to allow additional time to attain the Company Shareholder Approval. Notwithstanding any Change in the Company Recommendation, this Agreement shall be submitted to the shareholders of Company at the Company Shareholders’ Meeting for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Recommendation permitted hereunder, then the Board of Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of this Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement is declared effectiveor an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. The CBTC In addition to the foregoing, neither Company nor its Board of Directors of Company shall recommend that to its shareholders or submit to the CBTC vote of its shareholders approve and adopt any Acquisition Proposal other than the Agreement and Merger. Except as set forth in Section 6.7, neither the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedPurchaser, the Company Recommendation or take any such recommendation action, or make any public statement, filing or release inconsistent with the Company Recommendation (an any of the foregoing being a “Adverse Recommendation ChangeChange in the Company Recommendation”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees The principal terms of this Agreement, shall have been approved and adopted by the requisite vote or written consent of the Shareholders and any ten-day period between the date of any such written consent of the Shareholders that may be required by Section 603(b) of the California Law shall have terminated. Issuance of Parent Common Stock. Prior to takethe issuance of the Parent Common Stock in the Merger each Merger Shareholder and each Bridge Note holder shall have executed and delivered to Parent an Investment Representation Certificate, the Rule 506 Documents shall have been mailed to the Shareholders of the Company in accordance with applicable law Section 5.1, and Parent shall reasonably be satisfied that there are no more than a total of 35 Merger Shareholders, Bridge Note holders and beneficiaries of the Management Plan who are not "accredited investors," and that each Merger Shareholder, Bridge Note holder and beneficiary of the Management Plan or who is not an "accredited investor" shall, either alone or through appropriate representation by a "purchaser representative" (as such terms used in the Securities Act and the CBTC Articles rules promulgated thereunder), have such knowledge and the CBTC Bylawsexperience in financial and business matters that such Merger Shareholder, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation Bridge Note holder or beneficiary of the Merger (including any adjournment or postponement, Management Plan is capable of evaluating the “CBTC Meeting”), as promptly as practicable after merits and risks of the Registration Statement is declared effective. The CBTC Board shall recommend that prospective investment in the CBTC shareholders approve and adopt the Agreement and the transactions contemplated herebyParent Common Stock; provided that the CBTC Board may fail execution and delivery of the Investment Representation Certificate, with reasonably acceptable answers thereon, shall be deemed to make such recommendationsatisfy this condition; but provided further, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modifythat notwithstanding the above, in the event Parent has a manner reasonable belief that any relevant representation is adverse to Unitedmaterially untrue or contains a material misstatement of fact, any Parent may demand additional reasonable evidence from such recommendation (an “Adverse Recommendation Change”)Merger Shareholder, if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach Bridge Note holder or beneficiary of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior Management Plan as to making an Adverse Recommendation Changesuch Merger Shareholder's, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawBridge Note holder's or Management Plan beneficiary's investor status.

Shareholder Approval. CBTC agrees Keystone shall promptly call, and use its commercially reasonable efforts to takepromptly convene, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate a special meeting of its shareholders Shareholders (the "Keystone Shareholders' Meeting") on or before October 31, 2003 to consider and vote upon the approval of on this Agreement and to obtain any other matters approvals of its shareholders required in connection with the transactions contemplated by this Agreement, or, in lieu thereof, shall use its commercially reasonable efforts to be approved obtain, on or before October 31, 2003, any such approval by CBTC’s shareholders for consummation the written consent of its Shareholders as provided in Section 1766 of the Merger (BCL. In connection with the Keystone Shareholders' Meeting or obtaining the written consent of the Shareholders, Keystone shall distribute to its shareholders a proxy statement including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the all such information with respect to this Agreement and the transactions contemplated hereby; provided that hereby (the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”"Proxy Statement"), if as shall be determined by the CBTC Board hasof Directors of Keystone (the "Board"). As soon as practicable following the execution of this Agreement, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute Keystone shall prepare a breach draft of the fiduciary duties Proxy Statement and shall deliver a copy of such draft to Acquiror. Immediately following such delivery, Acquiror shall have three Business Days to provide Keystone its reasonable comments, if any, regarding portions of the members Proxy Statement solely relating to "parachute payments" within the meaning of Section 280G of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeCode and Keystone shall, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take incorporate such action would be reasonably likely to constitute reasonable comments. Keystone shall provide a breach copy of the fiduciary duties Proxy Statement to Acquiror prior to its distribution to its Shareholders for approval of the members Merger at the Keystone Shareholders' Meeting or by written consent, as the case may be. Keystone will endeavor to deliver to its Shareholders the Voting Agreement attached to Exhibit B and to obtain the execution of such Voting Agreement by its Shareholders prior to the Keystone Shareholders' Meeting. Approval of this Agreement by the Shareholders of Keystone shall not restrict the ability of the CBTC Board board of directors of Keystone thereafter to terminate this Agreement in accordance with Section 9.1 hereof or to cause Keystone to enter into an amendment to this Agreement pursuant to Section 12.10 hereof to the extent permitted under applicable lawthe BCL.

Shareholder Approval. CBTC agrees (a) The Company shall duly take all lawful action to takecall, in accordance with applicable law give notice of, convene and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate hold a meeting of its shareholders as promptly as practicable following the date upon which the Form F-4 becomes effective (the “Company Shareholders Meeting”) for the purpose of obtaining the approval of this Agreement by the shareholders of the Company and, subject to consider Section 7.3(b), shall use all reasonable best efforts to obtain the approval of this Agreement by such shareholders; provided, however, that the record date for the Company Shareholders Meeting shall be determined in prior consultation with and vote upon subject to the prior approval of Parent (such approval not to be unreasonably withheld), and such record date shall not be earlier than the date that is one Business Day after the closing of the issuance of the New Company Preferred Stock to Parent pursuant to the Share Purchase Agreement. The board of directors of the Company shall recommend approval of this Agreement by the shareholders of the Company (the “Company Recommendation”) in the Proxy Statement/Prospectus and shall not directly or indirectly (x) withdraw, modify or qualify in any manner adverse to Parent such recommendation or (y) take any other action or make any other public statement in connection with the Company Shareholders Meeting, or in reference to an Acquisition Proposal (as defined in Section 7.4(b)), that is inconsistent with such recommendation (any action or public statement described in clause (x) or (y) being referred to as a “Change in Company Recommendation”), except as and to the extent expressly permitted by Section 7.3(b). Notwithstanding any Change in Company Recommendation, this Agreement shall be submitted to the shareholders of the Company at the Company Shareholders Meeting for the purpose of voting on the approval of this Agreement and any other matters required nothing contained herein shall be deemed to be approved by CBTCrelieve the Company of such obligation; provided, however, that if the board of directors of the Company shall have effected a Change in Company Recommendation, then the board of directors of the Company may submit this Agreement to the Company’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such without recommendation (an “Adverse Recommendation Change”), if although the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of resolutions adopting this Agreement as would enable of the CBTC Board date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to proceed without the Company’s shareholders in the Proxy Statement/Prospectus or an Adverse Recommendation Change (it being understood that United appropriate amendment or supplement thereto to the extent required by applicable Law. In addition to the foregoing, the Company shall not be required submit to propose the vote of its shareholders any such adjustments); and (c) Acquisition Proposal other than the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawMerger.

Shareholder Approval. CBTC agrees Immediately upon execution of this Agreement, Waban shall deliver to take, in accordance with applicable law each Consenting Shareholder the Merger Consent and use commercially reasonable efforts to obtain a duly executed and dated Merger Consent from all Consenting Shareholders promptly after the CBTC Articles execution hereof. The parties intend that those consents of Consenting Shareholders be executed and delivered to Waban and Phase Forward by Consenting Shareholders immediately after delivery of such consents to the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider Consenting Shareholders and vote upon that pursuant thereto the approval of Consenting Shareholders irrevocably adopt and approve this Agreement and the Merger. Waban shall ensure that any other matters required to be approved shareholder consents delivered by CBTCthe Consenting Shareholders are obtained in compliance with and are valid and effective under the DGCL and Waban’s shareholders for consummation Certificate of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as Incorporation and bylaws then in effect. As promptly as practicable after the Registration Statement is declared effective. The CBTC Board execution and delivery to Waban and Phase Forward by the Consenting Shareholders of such consents (but in no event later than one business day thereafter), Waban shall recommend prepare and mail to every Waban Shareholder as of the record date (other than the Consenting Shareholders) the notices required by Section 228 of the DGCL, informing them that the CBTC shareholders approve and adopt the this Agreement and the transactions contemplated hereby; provided Merger were adopted and approved by the Consenting Shareholders, describing in reasonable detail the Merger and the Merger Consents, informing them that appraisal rights are available for their Waban Common Stock pursuant to Section 262 of the CBTC Board DGCL and providing them such additional information as may fail be necessary for them to make an informed decision whether to exercise appraisal rights under Section 262 of the DGCL. Waban shall afford Phase Forward and its counsel a reasonable opportunity to review and comment upon such recommendationnotices or other materials prior to such materials being delivered to the Waban Shareholders. Waban shall, through its Board of Directors, recommend to the Waban Shareholders the approval and adoption of this Agreement. Except in connection with the termination of this Agreement pursuant to Section 12.1, neither the Board of Directors of Waban nor any committee or change, withdraw, qualify or modify, or publicly propose to change, subcommittee thereof shall withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangePhase Forward, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery approval of such notice, which notice shall specify any material terms and conditions Board of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making Directors or such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions committee or subcommittee of this Agreement as would enable or the CBTC Merger or the recommendation of such Board of Directors to proceed without an Adverse Recommendation Change (it being understood the Waban Shareholders that United shall not be required to propose any such adjustments); they approve and (c) adopt this Agreement and the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawMerger.

Shareholder Approval. CBTC agrees The Board of Directors of Company has resolved to take, in accordance with applicable law recommend to Company’s shareholders that they approve this Agreement and the CBTC Articles and the CBTC Bylaws, all action necessary will submit to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s its shareholders for consummation in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Merger Company Articles and the Company Code, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “CBTC Company Shareholders’ Meeting”), to be held as promptly as practicable after Purchaser has obtained the Registration SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to this Section 6.3 shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject to the provisions of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall use its best efforts to obtain from its shareholders the requisite affirmative vote to approve this Agreement (the “Company Shareholder Approval”), including, if necessary, adjourning the Company Shareholders’ Meeting if there are insufficient votes to approve this Agreement to allow additional time to attain the Company Shareholder Approval. Notwithstanding any Change in the Company Recommendation, this Agreement shall be submitted to the shareholders of Company at the Company Shareholders’ Meeting for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Recommendation permitted hereunder, then the Board of Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of this Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to Company’s shareholders in the Proxy Statement is declared effectiveor an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. The CBTC In addition to the foregoing, neither Company nor its Board of Directors of Company shall recommend that to its shareholders or submit to the CBTC vote of its shareholders approve and adopt any Acquisition Proposal other than the Agreement and Merger. Except as set forth in Section 6.7, neither the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedPurchaser, the Company Recommendation or take any such recommendation action, or make any public statement, filing or release inconsistent with the Company Recommendation (an any of the foregoing being a “Adverse Recommendation ChangeChange in the Company Recommendation”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees The Board of Directors of Company has resolved to take, in accordance with applicable law recommend to Company’s shareholders that they approve this Agreement and the CBTC Articles and the CBTC Bylaws, all action necessary will submit to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s its shareholders for consummation in order to carry out the intentions of this Agreement, including , without limitation, the notices to the holders of the Merger Company Preferred Shares pursuant to the Company Articles. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Company Articles and Company Code, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “CBTC Company Shareholders’ Meeting”), as promptly as practicable after Purchaser has obtained the Registration SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to this Section 6.3shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject to the provisions of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall use its best efforts to obtain from its shareholders the requisite affirmative vote approving this Agreement (the “Company Shareholder Approval”). Notwithstanding any Change in the Company Recommendation, this Agreement shall be submitted to the shareholders of Company at the Company Shareholders’ Meeting for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Recommendation permitted hereunder, then the Board of Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of the Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement is declared effectiveor an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. The CBTC In addition to the foregoing, neither Company nor its Board of Directors of Company shall recommend that to its shareholders or submit to the CBTC vote of its shareholders approve and adopt any Acquisition Proposal other than the Agreement and Merger. Except as set forth in Section 6.7, neither the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedPurchaser, the Company Recommendation or take any such recommendation action, or make any public statement, filing or release inconsistent with the Company Recommendation (an any of the foregoing being a “Adverse Recommendation ChangeChange in the Company Recommendation”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees The Company will use reasonable best efforts to takecause PNC Funds, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary Inc. (“PNC”) to convene an appropriate meeting of its shareholders to consider and vote upon obtain the approval of this Agreement and any other matters required to be approved by CBTC’s the shareholders for consummation of the Merger (including any adjournment or postponementLimited Maturity Bond Fund and the Total Return Bond Fund, each a series of PNC Funds, Inc., of a new sub-advisory agreement with the Company following the acquisition of the Company by Purchaser. In this regard, the “CBTC Meeting”), Company will (a) as promptly as reasonably practicable after the Registration Statement is declared effectivedate of this Agreement, use reasonable best efforts to cause PNC to prepare and file (after Purchaser has had a reasonable opportunity to review and comment) with the SEC a proxy statement seeking the approval by shareholders of the Limited Maturity Bond Fund and the Total Return Bond Fund, each a series of PNC Funds, Inc., of a new sub-advisory agreement with the Company following the acquisition of the Company by Purchaser, (ii) as promptly as reasonably practicable use reasonable best efforts to cause PNC to prepare and file (after Purchaser has had a reasonable opportunity to review and comment) any amendments or supplements necessary to be filed in response to any SEC comments on the proxy statement. The CBTC Company will provide to Purchaser a certified copy of the SEC exemptive order obtained by CNI Charter Funds that permits CNI Charter Funds, subject to certain conditions required by the SEC, to approve for the AHA Full Maturity Fixed Income Fund a new sub-advisory agreement with the Company following the acquisition of the Company by Purchaser without shareholder approval, and will use best efforts to provide to Purchaser evidence that CNI Charter Funds has complied with all of the conditions of the exemptive order, including, without limitation, having obtained the necessary approval of the Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters of trustees of CNI Charter Funds and having consulted with and considered provided the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach shareholder of the fiduciary duties AHA Full Maturity Fixed Income Fund with the requisite information statement. In this regard, the Company will as promptly as reasonably practicable after the date of this Agreement, use reasonable efforts to cause CNI Charter Funds to prepare and furnish (after Purchaser has had a reasonable opportunity to review and comment) to shareholders of the members AHA Full Maturity Fixed Income Fund an information statement, meeting the requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 14A under the CBTC Board under applicable law; provided that: (a) prior Exchange Act, relating to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawsub-advisory agreement.

Shareholder Approval. CBTC agrees to Following the execution of this Agreement, LBI shall take, in accordance with applicable law and the CBTC its Articles of Incorporation and the CBTC Bylaws, all action necessary to convene an appropriate a meeting of its shareholders as promptly as practicable (and in any event within forty-five (45) days following the time when the Registration Statement becomes effective, subject to extension with the consent of F&M, which shall not unreasonably be withheld, conditioned or delayed) to consider and vote upon the approval adoption of this Agreement and approval of the transactions contemplated hereby (including the Merger) and any other matter required to be approved by the shareholders of LBI in order to consummate the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Shareholder Meeting”). Subject to Section 7.5 hereof, LBI shall cooperate with F&M in the preparation of an appropriate proxy statement and other proxy solicitation materials (the “Proxy Statement”) and use its reasonable best efforts to obtain the requisite vote of LBI’s shareholders to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Shareholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by LBI in connection with the Shareholder Meeting are solicited in compliance with the Indiana Business Corporation Law, the Articles of Incorporation and Bylaws of LBI, and all other applicable legal requirements. LBI shall keep F&M updated with respect to the proxy solicitation results in connection with the Shareholder Meeting as reasonably requested by F&M. Subject to Section 7.5 hereof, LBI’s Board of Directors shall recommend that LBI’s shareholders vote to adopt this Agreement and approve the transactions contemplated hereby (including the Merger) and any other matters required to be approved by CBTCLBI’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that . Subject to Section 7.5 hereof, LBI and the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach Trustee of the fiduciary duties ESOP shall provide each participant or beneficiary in the ESOP with the opportunity to provide the Trustee of the members ESOP with written directions as to the manner in which the shares of LBI Common Stock allocated to the account of such participant or beneficiary under the ESOP should be voted by the Trustee at the Shareholder Meeting, as required by the terms of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”ESOP and Section 409(e) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery Internal Revenue Code. LBI and the Trustee of such notice, which notice the ESOP shall specify any material terms and conditions of any applicable Superior Proposal (and include distribute a copy thereof of the Proxy Statement to each participant in the ESOP in advance of the Shareholders Meeting and otherwise comply with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if requirements imposed by applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawDOL or IRS guidance regarding pass-through voting for ESOPs.

Shareholder Approval. CBTC agrees (a) The Board of Directors of Company has resolved to take, in accordance with applicable law recommend to Company’s shareholders that they approve this Agreement and the CBTC Articles and the CBTC Bylaws, all action necessary will submit to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s its shareholders for consummation in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company will take, in accordance with applicable Law and the Merger Company Articles and Company Code, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “CBTC Company Shareholders’ Meeting”), as promptly as practicable after Purchaser has obtained the Registration SEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval of this Agreement. Company agrees that its obligations pursuant to this Section 6.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal or Change in the Company Recommendation. Subject to the provisions of Section 6.7, Company shall, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall use its best efforts to obtain from its shareholders the requisite affirmative vote approving this Agreement (the “Company Shareholder Approval”). Notwithstanding any Change in the Company Recommendation, this Agreement shall be submitted to the shareholders of Company at the Shareholders’ Meeting for the purpose of obtaining the Company Shareholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in the Company Recommendation permitted hereunder, then the Board of Directors of Company shall submit this Agreement to Company’s shareholders without the recommendation of the Agreement (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Proxy Statement is declared effectiveor an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, Company may not take any action under this sentence unless it has complied with the provisions of Section 6.7. The CBTC In addition to the foregoing, neither Company nor its Board of Directors of Company shall recommend that to its shareholders or submit to the CBTC vote of its shareholders approve and adopt any Acquisition Proposal other than the Agreement and Merger. Except as set forth in Section 6.7, neither the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, of Directors of Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedPurchaser, the Company Recommendation or take any such recommendation action, or make any public statement, filing or release inconsistent with the Company Recommendation (an any of the foregoing being a “Adverse Recommendation ChangeChange in the Company Recommendation”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees to takeAs soon as reasonably practicable following the execution and delivery of this Agreement, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval Company shall give written notice of this Agreement and the proposed Mergers to all Company shareholders and shall use commercially reasonable efforts to take all other action necessary in accordance with the California Code and its Articles of Incorporation and Bylaws to convene a meeting of the shareholders of the Company or to secure the written consent (“Company Shareholder Action”) before August 31, 2007. The Company shall submit this Agreement and the Agreement of Merger to its shareholders for adoption whether or not the Company’s board of directors determines at any time subsequent to declaring its advisability that this Agreement is no longer advisable and recommends that its shareholders reject it. The Company shall consult with Acquirer regarding the date of the Company Shareholder Action and shall not postpone or adjourn (other matters than for the absence of a quorum) any meeting of the shareholders of the Company without the consent of Acquirer, which consent shall not be unreasonably withheld. The Company shall use all commercially reasonable efforts required to be approved solicit and obtain from shareholders of the Company proxies or written consents (a) in favor of the Mergers and this Agreement, (b) waiving dissenter rights under Chapter 13 of the California Code, (c) agreeing to become bound by CBTCthe indemnification provisions set forth in Article 6 of this Agreement, (d) agreeing to the appointment of the Shareholder Agent, and (e) as to the Company Preferred Stock, agreeing to the automatic conversion of all outstanding shares of Company Preferred Stock into shares of Company Common Stock immediately prior to the Effective Time, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required to effect the Mergers (the “Written Consent”). The materials submitted to the shareholders of the Company in respect of the Mergers shall have been subject to prior review and comment by Acquirer and shall include (a) information regarding the Company, the terms of the Mergers and this Agreement, (b) the unanimous recommendation of the board of directors of the Company that the Company’s shareholders for consummation of approve the First Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the this Agreement and the transactions contemplated hereby; provided that hereby and approve and execute such other documents as may be required to satisfy the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach applicable requirements of the fiduciary duties Securities Act in connection with the issuance and sale of Acquirer Common Stock in the First Merger, (c) the conclusion of the members board of directors of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood Company that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement the First Merger are advisable, fair and reasonable to, and in the best interests of, the Company’s shareholders and (d) such other documents as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not may be required to propose any such adjustments); and (c) satisfy the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach applicable requirements of the fiduciary duties Securities Act in connection with the issuance and sale of Acquirer Common Stock in the members of the CBTC Board under applicable lawFirst Merger.

Shareholder Approval. CBTC agrees to takeIssuer will, in accordance with applicable law and as soon as practicable after the CBTC Articles and the CBTC Bylawsdate hereof, take all action necessary to convene an appropriate a meeting of its shareholders holders of Issuer’s Common Stock to consider and vote upon the approval of this Agreement and any other matters required items requiring shareholders resolutions in relation to be approved by CBTC’s shareholders for consummation of the Merger Transactions (including any adjournment or postponement, the “CBTC Shareholders Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board Issuer’s board of directors shall recommend adoption of items requiring shareholders resolutions in relation to the Transactions, except to the extent that Issuer’s board of directors determines in good faith (after consultation with outside legal counsel to Issuer) that to do so would be inconsistent with its fiduciary duties. In connection therewith, Issuer shall (i) prepare and file with the CBTC shareholders approve and adopt New York Stock Exchange a proxy statement (the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation ChangeProxy Statement”), if (ii) mail to its shareholders the CBTC Board hasProxy Statement in sufficient time prior to the Shareholders Meeting, after having consulted and (iii) otherwise comply in all material respects with its financial advisor all Laws applicable to the Shareholders Meeting and proxy solicitation. Subscriber and Issuer will cooperate and consult with respect to financial matters and having consulted with and considered each other in the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach preparation of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeProxy Statement. The Proxy Statement shall disclose, in reasonable detail, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of the Transactions, including the HoldCo Agreement. Issuer agrees to correct as soon as reasonably practicable any applicable Superior Proposal (and information provided by it for use in the Proxy Statement which shall have become false or misleading. If at any time prior to the Closing Date, any information should be discovered by any party which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment material fact or omit to state any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except thatfact necessary to make the statements therein, in such casethe light of the circumstances under which they were made, not misleading, the five (5) business day period referred party which discovers such information shall promptly notify the other Party hereto and, to in this Section 7.02 the extent required by Law, an appropriate amendment or supplement describing such information shall be reduced promptly filed by Issuer the New York Stock Exchange and disseminated by Issuer to three (3) business days following the delivery shareholders of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawIssuer.

Shareholder Approval. CBTC agrees SBI will seek the approval at a special meeting of shareholders or the written consent of the shareholders at the earliest practicable date approving this Agreement, the Merger and related matters, which approval will be recommended by the Board of Directors of SBI. SBI’s Board of Directors shall not withdraw, modify or qualify (or propose to takewithdraw, modify or qualify), in any manner adverse to Parent or Purchaser, its recommendation to SBl’s shareholders of the approval of the Merger and this Agreement (a “Change in Recommendation”). Notwithstanding the foregoing, provided that there has been no breach of Sections 5.1.7 and 5.1.8, SBl’s Board of Directors is not prohibited by Sections 5.1.7 or 5.1.8 from effecting a Change in Recommendation, provided that SBI has received an unsolicited bona fide written Acquisition Proposal and SBl’s Board of Directors determines in good faith (after consultation with their outside legal and financial advisors, after appropriately considering all relevant factors and after determining that the Board of Directors of SBI must do so in order to discharge properly its fiduciary duties) that such Acquisition Proposal would, if consummated in accordance with applicable law and its terms (but taking into account the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting risk of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”non-completion), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, result in a manner SBI Superior Proposal, and provided further that is adverse SBI will not effect a Change in Recommendation relating to United, a SBI Superior Proposal without first providing Parent not less than three business days prior written notice of any such recommendation Change in Recommendation. If Parent and Purchaser agree to amend the transaction contemplated by this agreement (an “Adverse Recommendation Change”)Amended Transaction” within such three business day period such that in the good faith determination of the Board of Directors of SBI in the exercise of their fiduciary duties, the Amended Transaction, if the CBTC Board hasconsummated, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be is reasonably likely to constitute result in a breach transaction which is as favorable from a financial point of view to the fiduciary duties stockholders of SBI as the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable SBI Superior Proposal (taking into account all of the terms, conditions and include a copy thereof with all accompanying documentation, if in writingaspects of such Amended Transaction and SBI Superior Proposal), SBI will not effect the Change in Recommendation, and identify will agree to the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to Amended Transaction. Nothing in this Section 7.02 5.1.8 shall be reduced (x) permit SBI to three terminate this Agreement (3except as specifically provided in Article VIII) business days following or (y) affect any other obligation of SBI under this Agreement. SBI shall not submit to the delivery vote of such new Notice its stockholders any Acquisition Proposal other than the Merger or an SBI Superior Proposal. In connection with the special meeting of Recommendation Change); (b) after providing such Notice shareholders or the written consent of Recommendation Changeshares described herein, CBTC SBI shall negotiate in good faith with United (if requested provide to the SBI Stockholders all disclosures required by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments Utah law in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable manner proscribed by Utah law.

Shareholder Approval. CBTC agrees (a) As soon as practicable after the date of this Agreement, and in no event later than fifteen (15) business days after the date hereof, the Company shall prepare and cause to takebe filed with the SEC a proxy statement pursuant to Rule 14a-3 promulgated under Section 14A of the Exchange Act (together with any amendments or supplements thereto, the "Proxy Statement") in connection with the approval and adoption of this Agreement, the Acquisition and the other transactions contemplated hereby. The Proxy Statement shall include a statement that the Company's Board of Directors has approved this Agreement, determined that this Agreement, the Acquisition and the other transactions contemplated hereby are in the best interests of the Company's shareholders and recommends that the Company's shareholders vote in favor thereof, and the Company and its Board of Directors shall use its best efforts to solicit such votes from its shareholders. The Proxy Statement shall comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall immediately advise Purchaser if the Proxy Statement, including any amendments or supplements thereto, at the time filed with the SEC, as of the date of mailing to the shareholders of the Company or at the time of the meeting of the Company's shareholders, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall respond promptly to any comments of the SEC or its staff with respect thereto and use its best efforts to have the Proxy Statement cleared by the SEC as soon as practicable after its filing. The Company shall also promptly furnish to Purchaser and its counsel copies of any correspondence received from the SEC, and shall permit representatives of the Company to attend any telephone calls with the SEC that discuss comments made by its staff. As soon as practicable after clearance by the SEC of the Proxy Statement, the Company shall mail the Proxy Statement to its shareholders. In addition, the Company shall take all action necessary in accordance with applicable law Laws and the CBTC Articles its charter to duly call, give notice of, convene and the CBTC Bylaws, all action necessary to convene an appropriate hold a meeting of its shareholders as soon as practicable solely to consider and vote upon the approval of approve this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponementAgreement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement Acquisition and the other transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees to take, in accordance The Company shall prepare and file with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”)SEC, as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend date hereof but in no event later than twenty (20) days after the date hereof, an information statement (the “Information Statement”), in a form reasonably acceptable to the Buyers and Xxxxxxxxx Xxxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxxxxx Traurig LLP incurred in connection therewith in an amount not exceed $5,000, informing the shareholders of the Company of the receipt of the consents of the holders of a majority of the outstanding voting securities of the Company in the form attached hereto as Exhibit G (the “Shareholder Consent”) approving the Shareholder Resolutions (the “Shareholder Resolutions”, and such required affirmative approval by the shareholders of the Company of such Shareholder Resolutions as determined in accordance with the Articles of Incorporation and the Bylaws, the “Shareholder Approval”) that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that , including, without limitation, the CBTC Board may fail issuance and terms of the Securities and the approval of such transactions pursuant to make such recommendationapplicable law and the rules and regulations of the Principal Market. In addition to the foregoing, if otherwise required by applicable law, rule or regulation, or changeif the Shareholder Consent is not sufficient to obtain the Shareholder Approval, withdraw, qualify the Company shall prepare and file with the SEC a preliminary proxy statement with respect to a special or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation annual meeting of the shareholders of the Company (an the “Adverse Recommendation ChangeShareholder Meeting”), if which shall be called as promptly as practicable after the CBTC Board hasdate hereof, after having consulted with its financial advisor with respect but in no event later than August 4, 2012 (the “Shareholder Meeting Deadline”) soliciting each such shareholder’s affirmative vote for approval of, to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Changeextent not previously adopted, the CBTC Board shall provide written notice to United Shareholder Resolutions (a the date such Shareholder Approval is obtained, the “Notice of Recommendation ChangeShareholder Approval Date”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment Company shall use its reasonable best efforts to any material term solicit its shareholders’ approval of such Superior Proposal Shareholder Resolutions and to cause the Board of Directors of the Company to recommend to the shareholders that they approve the Shareholder Resolutions. The Company shall require a new Notice of Recommendation Changebe obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, except that, in such casedespite the Company’s best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the five (5) business day period referred Company shall cause an additional Stockholder Meeting to in this Section 7.02 shall be reduced to three (3) business days following the delivery of held each calendar quarter thereafter until such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawStockholder Approval is obtained.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate AMNB shall call a meeting of its shareholders to consider and vote upon (the approval of this Agreement and any other matters required “AMNB Meeting,”) to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), held as promptly soon as reasonably practicable after the Registration Statement is declared effective, for the purpose of obtaining (a) the Requisite AMNB Vote and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and AMNB shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable after the date of this Agreement. The CBTC AMNB and its Board of Directors shall recommend use its reasonable best efforts to obtain from the shareholders of AMNB, the Requisite AMNB Vote, including by communicating to the shareholders of AMNB its recommendation (and including such recommendation in the Proxy Statement/Prospectus) that the CBTC shareholders of AMNB adopt and approve and adopt the this Agreement and the transactions contemplated hereby; provided that hereby (the CBTC “AMNB Board may Recommendation”). AMNB and its Board of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to Buyer, the AMNB Board Recommendation, (ii) fail to make such the AMNB Board Recommendation in the Proxy Statement/Prospectus, or otherwise submit this Agreement to its shareholders for adoption and approval without recommendation, (iii) adopt, approve, agree to, accept, recommend or changeendorse an Acquisition Proposal or publicly announce an intention to adopt, withdrawapprove, qualify recommend or modifyendorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the AMNB Board Recommendation within ten (10) business days (or such fewer number of days as remains prior to the AMNB Meeting, as applicable) after an Acquisition Proposal is made public or any request by Buyer to do so, (v) take any action, or make any public statement, filing or release inconsistent with the AMNB Board Recommendation or (vi) publicly propose to changedo any of the foregoing (any of the foregoing, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”). Notwithstanding anything in this Agreement to the contrary, if (x) after the CBTC date hereof, AMNB receives a Superior Proposal and (y) the Board hasof Directors of AMNB, after having consulted consulting with its financial advisor outside counsel and, with respect to financial matters and having consulted with and considered the advice of matters, its outside legal counselfinancial advisors, determined determines in good faith that the failure to make an Adverse Recommendation Change it would nevertheless be reasonably likely to constitute be a breach violation of its fiduciary duties under applicable law to make or continue to make the AMNB Board Recommendation, AMNB’s Board of Directors may, prior to the receipt of the fiduciary duties Requisite AMNB Vote, (A) submit this Agreement to AMNB shareholders without recommendation (although the resolutions approving this Agreement as of the members date hereof may not be rescinded or amended), in which event AMNB’s Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by law, or (B) terminate this Agreement pursuant to Section 8.1(g) and enter into an Acquisition Agreement with respect to a Superior Proposal subject to compliance with Section 8.2(b)(ii); provided, that AMNB’s Board of Directors may not take any actions under this sentence unless it (I) has complied in all material respects with Section 6.11, (II) gives Buyer at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the CBTC Board under applicable law; provided that: event or circumstances giving rise to its determination to take such action (a) prior to making an Adverse Recommendation Change, including the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any latest material terms and conditions and the identity of the third party in any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances, including the information under Section 6.11(b)) and (III) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by Bxxxx and, after consulting with its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that such Superior Proposal remains a Superior Proposal and it would nevertheless be reasonably likely to be a violation of its fiduciary duties under applicable (it being understood that any law to make or continue to make the AMNB Board Recommendation. Any material amendment to any material term Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of such Superior Proposal shall this Section 6.3 and will require a new Notice of Recommendation Changenotice period as referred to in this Section 6.3, except that, in such case, that the notice period shall be three (3) business days rather than the five (5) business day notice period referred to otherwise contemplated by the preceding sentence. AMNB shall adjourn or postpone the AMNB Meeting if, as of the time for which such meeting is originally scheduled there are insufficient shares of AMNB Common Stock represented (either in this Section 7.02 shall be reduced to three (3person or by proxy) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach quorum necessary to conduct the business of such meeting. Notwithstanding anything to the fiduciary duties contrary herein, unless this Agreement has been terminated in accordance with its terms, the AMNB Meeting shall be convened and this Agreement shall be submitted to the shareholders of AMNB at the members AMNB Meeting, and nothing contained herein shall be deemed to relieve AMNB of the CBTC Board under applicable lawsuch obligation.

Shareholder Approval. CBTC agrees to take(a) No later than May 31, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement2020, the Company shall duly call, give notice of, establish a record date for, convene and hold its annual shareholders’ meeting (the “CBTC Shareholders’ Meeting”), for the purpose of, among other matters, (i) voting upon approval and adoption of an amendment to the Company’s Certificate of Incorporation and (ii) voting upon such approval required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of the Exchange Cap (collectively, the “Shareholder Approval”), in the form attached hereto as promptly as practicable after Annex A to Exhibit G (the Registration Statement is declared effective“Non-Voting Common Stock Certificate of Amendment”). The CBTC Company shall: (A) through its Board shall recommend that to its shareholders the CBTC shareholders approve approval and adopt adoption of the Agreement Non-Voting Common Stock Certificate of Amendment and the transactions contemplated herebyapproval to effect issuances in excess of the Exchange Cap (the “Company Recommendations”); provided that (B) include such Company Recommendations in the CBTC proxy statement delivered to shareholders; and (C) use its best efforts to obtain the Shareholder Approval. Neither the Board may fail to make such recommendation, or change, nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to Uniteda Purchaser, the Company Recommendations or take any action, or make any public statement, filing or release inconsistent with the Company Recommendations. The Company shall adjourn or postpone the Shareholders’ Meeting, if, as of the time for which such recommendation meeting is originally scheduled there are insufficient shares of Common Stock represented (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely either in person or by proxy) to constitute a breach quorum necessary to conduct the business of such meeting. The Company shall also adjourn or postpone the Shareholders’ Meeting, if on the date of the fiduciary duties Shareholders’ Meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeShareholder Approval and, following such adjournment or postponement, the CBTC Board Company shall provide written notice solicit proxies representing a sufficient number of shares to United (a “Notice obtain the Shareholder Approval. Following the first of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of either such noticeadjournment or postponement, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) a Purchaser, the Company shall retain a proxy solicitor reasonably acceptable to, and provide United reasonable opportunity during on terms reasonably acceptable to, such Purchaser in connection with obtaining the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawShareholder Approval.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate AMNB shall call a meeting of its shareholders to consider and vote upon (the approval of this Agreement and any other matters required “AMNB Meeting,”) to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), held as promptly soon as reasonably practicable after the Registration Statement is declared effective, for the purpose of obtaining (a) the Requisite AMNB Vote and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and AMNB shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable after the date of this Agreement. The CBTC AMNB and its Board of Directors shall recommend use its reasonable best efforts to obtain from the shareholders of AMNB, the Requisite AMNB Vote, including by communicating to the shareholders of AMNB its recommendation (and including such recommendation in the Proxy Statement/Prospectus) that the CBTC shareholders of AMNB adopt and approve and adopt the this Agreement and the transactions contemplated hereby; provided that hereby (the CBTC “AMNB Board may Recommendation”). AMNB and its Board of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to Buyer, the AMNB Board Recommendation, (ii) fail to make such the AMNB Board Recommendation in the Proxy Statement/Prospectus, or otherwise submit this Agreement to its shareholders for adoption and approval without recommendation, (iii) adopt, approve, agree to, accept, recommend or changeendorse an Acquisition Proposal or publicly announce an intention to adopt, withdrawapprove, qualify recommend or modifyendorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the AMNB Board Recommendation within ten (10) business days (or such fewer number of days as remains prior to the AMNB Meeting, as applicable) after an Acquisition Proposal is made public or any request by Buyer to do so, (v) take any action, or make any public statement, filing or release inconsistent with the AMNB Board Recommendation or (vi) publicly propose to changedo any of the foregoing (any of the foregoing, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”). Notwithstanding anything in this Agreement to the contrary, if (x) after the CBTC date hereof, AMNB receives a Superior Proposal and (y) the Board hasof Directors of AMNB, after having consulted consulting with its financial advisor outside counsel and, with respect to financial matters and having consulted with and considered the advice of matters, its outside legal counselfinancial advisors, determined determines in good faith that the failure to make an Adverse Recommendation Change it would nevertheless be reasonably likely to constitute be a breach violation of its fiduciary duties under applicable law to make or continue to make the AMNB Board Recommendation, AMNB’s Board of Directors may, prior to the receipt of the fiduciary duties Requisite AMNB Vote, (A) submit this Agreement to AMNB shareholders without recommendation (although the resolutions approving this Agreement as of the members date hereof may not be rescinded or amended), in which event AMNB’s Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by law, or (B) terminate this Agreement pursuant to Section 8.1(g) and enter into an Acquisition Agreement with respect to a Superior Proposal subject to compliance with Section 8.2(b)(ii); provided, that AMNB’s Board of Directors may not take any actions under this sentence unless it (I) has complied in all material respects with Section 6.11, (II) gives Buyer at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the CBTC Board under applicable law; provided that: event or circumstances giving rise to its determination to take such action (a) prior to making an Adverse Recommendation Change, including the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any latest material terms and conditions and the identity of the third party in any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances, including the information under Section 6.11(b)) and (III) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by Xxxxx and, after consulting with its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that such Superior Proposal remains a Superior Proposal and it would nevertheless be reasonably likely to be a violation of its fiduciary duties under applicable (it being understood that any law to make or continue to make the AMNB Board Recommendation. Any material amendment to any material term Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of such Superior Proposal shall this Section 6.3 and will require a new Notice of Recommendation Changenotice period as referred to in this Section 6.3, except that, in such case, that the notice period shall be three (3) business days rather than the five (5) business day notice period referred to otherwise contemplated by the preceding sentence. AMNB shall adjourn or postpone the AMNB Meeting if, as of the time for which such meeting is originally scheduled there are insufficient shares of AMNB Common Stock represented (either in this Section 7.02 shall be reduced to three (3person or by proxy) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach quorum necessary to conduct the business of such meeting. Notwithstanding anything to the fiduciary duties contrary herein, unless this Agreement has been terminated in accordance with its terms, the AMNB Meeting shall be convened and this Agreement shall be submitted to the shareholders of AMNB at the members AMNB Meeting, and nothing contained herein shall be deemed to relieve AMNB of the CBTC Board under applicable lawsuch obligation.

Shareholder Approval. CBTC agrees Prior to takethe execution of this Agreement, the Shareholder approved and adopted this Agreement for purposes of obtaining the required shareholder approval under the rules and regulations of the NYSE, including Section 312 of the NYSE Listed Company Manual (Shareholder Approval Policy), in accordance with applicable law order to permit the exercise of the Shareholder’s preemptive rights under Section 4.1(a) in respect of any Subject Issuance (the “Contractual Preemptive Rights”). Prior to the five (5)-year anniversary of the date of such approval and adoption of this Agreement (such date, the CBTC Articles “NYSE Approval Expiration”) (or if the NYSE notifies the Company that such approval or adoption of this Agreement is or will no longer be valid in order to permit, without further approval of the shareholders of the Company, the exercise of the Contractual Preemptive Rights under this Agreement (including in any circumstance requiring shareholder approval of an issuance of common stock, or of securities convertible into or exercisable for common stock, to a “Related Party” as defined in Section 312.03 of the NYSE Listed Company Manual), promptly following such notification (and in any event, no later than the CBTC Bylaws, all action necessary to convene an appropriate next regularly scheduled annual meeting of its shareholders the Company)), the Company shall convene a meeting to consider and vote upon the approval of a special resolution approving and adopting this Agreement for all purposes under the rules and any other matters required to be approved by CBTC’s shareholders for consummation regulations of the Merger NYSE, including Section 312 of the NYSE Listed Company Manual (including any adjournment or postponement, the “CBTC Meeting”Shareholder Approval Policy), or otherwise, so as promptly as practicable after to permit the Registration Statement is declared effective. The CBTC Board shall recommend that exercise of the CBTC shareholders approve and adopt Contractual Preemptive Rights (each, a “NYSE Approval Resolution”) until the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner date that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following 5)-year anniversary of the delivery approval or adoption of such new Notice NYSE Approval Resolution. The Company agrees to use its reasonable best efforts to cause the adoption or passage of Recommendation Change); each NYSE Approval Resolution. If at any such meeting the NYSE Approval Resolution is not adopted or passed and the NYSE Approval Expiration occurs, (bA) every year after providing such Notice expiration, the Company shall convene a meeting of Recommendation Changethe shareholders of the Company to vote to adopt or pass a NYSE Approval Resolution and the Company shall take all action within its powers to cause the adoption or passage of such NYSE Approval Resolution, CBTC shall negotiate and (B) the Shareholder shall, until such NYSE Approval Resolution is adopted or passed, have the option, to be indicated in good faith a notice delivered to the Company, in connection with United (if requested any Subject Issuance and, to the extent such shares are not purchased by United) and provide United reasonable opportunity during the subsequent five (5) business day period Shareholder from the Company, to make open market or privately negotiated purchases of Voting Securities, provided, that following such adjustments in open market or privately negotiated purchases, the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United Shareholder’s Voting Power shall not be required exceed the Shareholder’s Voting Power immediately prior to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawSubject Issuance.

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and (a) Not later than the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable second Business Day after the Registration Statement is declared effective under the Securities Act (but in no event before (1) the information statement contained in the Proxy Statement/Prospectus shall have been delivered to Merger Partner's Shareholders and (2) the Registration Statement shall have been declared effective. The CBTC Board ), Merger Partner shall recommend that solicit and obtain the CBTC shareholders approve Merger Partner Shareholder Approval by the Written Consents (in a form reasonably acceptable to Public Company) to be executed and adopt delivered by Merger Partner's Shareholders for the purposes of (i) evidencing the adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby; provided , (ii) acknowledging that the CBTC Board may fail approval given thereby is irrevocable and that such Shareholder is aware of its rights to make demand appraisal for its shares pursuant to Section 262 of the DGCL, a copy of which was attached to the Written Consent, and that such recommendationShareholder has received and read a copy of Section 262 of the DGCL and (iii) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in connection with the Merger and thereby waives any rights to receive payment in cash of the fair value of its Merger Partner Capital Stock under Section 262 the DGCL. In connection with the Merger Partner Shareholder Approval, or change, withdraw, qualify or modify, or publicly propose Merger Partner shall comply with all disclosure and other obligations to change, withdraw, qualify or modify, in a manner its Shareholders under the DGCL and any other applicable laws. Merger Partner shall take all action that is adverse both reasonable and lawful to Unitedobtain the Merger Partner Shareholder Approval, subject to compliance with Section 6.01(b). Without limiting the generality of the foregoing, Merger Partner agrees that its obligations under this Section 6.05(a) shall not be affected by the commencement, public proposal, public disclosure or communication to Merger Partner of any Acquisition Proposal or a Merger Partner Board Recommendation Change. Any solicitation or similar disclosure circulated to Merger Partner's Shareholders in connection with this Agreement and the Merger shall be in form and substance reasonably satisfactory to Public Company and, except in the case of a Merger Partner Board Recommendation Change, any such recommendation (an “Adverse Recommendation Change”)solicitation or similar disclosure, if the CBTC Merger Partner Shareholder Approval has not already been obtained, shall include the recommendation of Merger Partner Board has, after having consulted with its financial advisor with respect that Merger Partner's Shareholders consent to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions adoption of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach approval of the fiduciary duties of the members of the CBTC Board under applicable lawMerger.

Shareholder Approval. CBTC agrees to takeAs soon as reasonably practicable following the execution and delivery of this Agreement, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval Company shall give written notice of this Agreement and the proposed Asset Acquisition to all Company shareholders and shall use commercially reasonable efforts to take all other action necessary in accordance with Israel Law and its Memorandum of Association and Articles of Association to convene a meeting of the Company's shareholders or to secure the written consent of its shareholders. The Company shall submit this Agreement and the proposed Asset Acquisition to its shareholders for adoption whether or not the Company's board of directors determines at any time subsequent to declaring its advisability that this Agreement and the proposed Asset Acquisition are no longer advisable and recommends that its shareholders reject them. The Company shall consult with Broadcom regarding the date of the Company Shareholder Action and shall not postpone or adjourn (other matters than for the absence of a quorum) any meeting of the shareholders of the Company without the consent of Broadcom, which consent shall not be unreasonably withheld. The Company shall use all commercially reasonable efforts required to be approved by CBTC’s solicit and obtain from shareholders for consummation of the Merger Company proxies or written consents in favor of this Agreement and the proposed Asset Acquisition and shall take all other action necessary or advisable to secure the vote or written consent of shareholders required to approve this Agreement and to effect the Asset Acquisition. The materials submitted to the shareholders of the Company in respect of the Asset Acquisition shall have been subject to prior review and comment by Broadcom and shall include (including any adjournment or postponementa) information regarding the Company, the “CBTC Meeting”)terms of this Agreement and the proposed Asset Acquisition, as promptly as practicable after (b) the Registration Statement is declared effective. The CBTC Board shall recommend unanimous recommendation of the board of directors of the Company that the CBTC Company's shareholders approve this Agreement and adopt the Agreement proposed Asset Acquisition and the transactions contemplated hereby; provided that hereby and approve and execute such other documents as may be required to satisfy the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach applicable requirements of the fiduciary duties Securities Act in connection with the issuance and sale of Broadcom Common Stock in the Asset Acquisition, (c) the conclusion of the members board of directors of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood Company that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement and the proposed Asset Acquisition are advisable, fair and reasonable to, and in the best interests of, the Company's shareholders and (d) such other documents as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not may be required to propose any such adjustments); and (c) satisfy the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach applicable requirements of the fiduciary duties Securities Act in connection with the issuance and sale of Broadcom Common Stock in the members of the CBTC Board under applicable lawAsset Acquisition.

Shareholder Approval. CBTC (a) HEOP agrees to take, in accordance with applicable law and the CBTC HEOP Articles and the CBTC HEOP Bylaws, all action necessary to convene an appropriate as soon as reasonably practicable after the Registration Statement becomes effective, a special meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTCHEOP’s shareholders for consummation of the Merger Transaction (including any adjournment or postponement, the “CBTC HEOP Meeting”). Except with the prior approval of PPBI, as promptly as practicable after no other matters shall be submitted for the Registration Statement is declared effectiveapproval of the HEOP shareholders at the HEOP Meeting. The CBTC Subject to Section 6.02(b), the HEOP Board shall at all times prior to and during such HEOP Meeting recommend that such approval and shall take all reasonable lawful action to solicit such approval by its shareholders and shall not (x) withdraw, modify or qualify in any manner adverse to PPBI such recommendation or (y) take any other action or make any other public statement in connection with the CBTC HEOP Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the shareholders approve and adopt of HEOP at the HEOP Meeting for the purpose of approving the Agreement and any other matters required to be approved by HEOP’s shareholders for consummation of the transactions contemplated herebyTransaction. In addition to the foregoing, HEOP shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. (b) Notwithstanding the foregoing, HEOP and the HEOP Board shall be permitted to effect a Change in Recommendation if and only to the extent that: (i) HEOP shall have complied in all material respects with Section 6.07; provided that (ii) the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board hasHEOP Board, after having consulted consulting with its outside counsel and financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counseladvisor, shall have determined in good faith that the failure to make an Adverse Recommendation Change do so would be reasonably likely to constitute result in a breach of the its fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.and

Shareholder Approval. CBTC agrees (a) The Company shall use its Reasonable Best Efforts to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”)obtain, as promptly as practicable after practicable, the Registration Statement is declared effectiveRequisite Shareholder Approval pursuant to a written informal action of shareholders in accordance with the applicable requirements of the IBCA (the “Shareholder Action”). In connection with obtaining the Shareholder Action, the Company shall, within one business day following the date of this Agreement, provide to the Buyer for its review and approval a copy of the Disclosure Statement, which shall comply in all material respects with the provisions of the IBCA and Federal and state securities law, if applicable, and shall include (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Securityholders, the escrow arrangements and the authority of the Shareholder Representative, and a statement that the adoption of this Agreement by the shareholders of the Company shall constitute approval of such terms) and (B) a statement that procedures to dissent are available for holders of the Company Shares pursuant to Section 11.70 of the IBCA, and (C) a copy of such Section 11.70. The CBTC Board shall recommend Buyer agrees to cooperate with the Company in the preparation of the Disclosure Statement. The Company agrees not to distribute the Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by the Buyer (which approval may not be unreasonably withheld, conditioned or delayed). Within one business day of the date that the CBTC Buyer notifies the Company of its approval of the Disclosure Statement, the Company shall send by United States First Class mail the Disclosure Statement to its shareholders. In addition to delivering the Disclosure Statement prior to execution and effectiveness of the Shareholder Action, the Company shall also send, pursuant to Section 7.10 of the IBCA, a written notice to all shareholders approve of the Company that did not execute the Shareholder Action adopting this Agreement and adopt approving the Merger informing them that this Agreement and the transactions contemplated hereby; provided that Merger were adopted and approved by the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach shareholders of the fiduciary duties Company and that procedures to dissent are available for their Company Shares pursuant to Section 11.70 of the members of the CBTC Board under applicable law; provided that: IBCA (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal Section 11.70). The Company shall require a new Notice of Recommendation Change, except that, in such case, promptly inform the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach Buyer of the fiduciary duties of the members of the CBTC Board under applicable lawdate on which such notice was sent.

Shareholder Approval. CBTC agrees to (a) Following the execution of this Agreement, Company shall take, in accordance with applicable law Law and the CBTC Articles Certificate of Incorporation and the CBTC BylawsBylaws of Company, all action necessary to convene an appropriate a special meeting of its shareholders as promptly as practicable (and in any event within sixty (60) days following the time when the Registration Statement becomes effective, subject to extension with the consent of Buyer) to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by CBTCCompany’s shareholders for in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponementpostponement thereof, the “CBTC Company Meeting”), as promptly as practicable after and shall, subject to Section 5.09 and the Registration Statement is declared effectivelast sentence of this Section 5.04(a), use its commercially reasonable efforts to solicit such approval by such shareholders. The CBTC Board Subject to Section 5.09 and the last sentence of this Section 5.04(a), Company shall recommend use its commercially reasonable efforts to obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the CBTC Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Meeting are solicited in compliance with the FBCA, the Certificate of Incorporation and Bylaws of Company, Regulation 14A under the Exchange Act and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting other than a proposal relating to an advisory vote on executive compensation as may be required under Rule 14a-21(c) under the Exchange Act. If the Company Board changes the Company Recommendation in accordance with Section 5.09, Company shall not be required to use its commercially reasonable efforts to solicit shareholders to approve and adopt the this Agreement and the transactions contemplated hereby; provided that hereby (including the CBTC Board may fail Merger) or to make such recommendation, or change, withdraw, qualify or modify, or publicly propose use its commercially reasonable efforts to change, withdraw, qualify or modify, in a manner that is adverse obtain the Requisite Shareholder Approval to United, any such recommendation (an “Adverse Recommendation Change”), if consummate the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawMerger; provided that: (a) prior to making an Adverse Recommendation Change, for the CBTC Board shall provide written notice to United (a “Notice avoidance of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such noticedoubt, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to nothing in this Section 7.02 sentence shall be reduced limit Company’s obligation to three (3) business days following ensure that the delivery Company Meeting is called, noticed, convened, held and conducted for purposes of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) considering and provide United reasonable opportunity during voting upon the subsequent five (5) business day period to make such adjustments in the terms and conditions approval of this Agreement as would enable and the CBTC Board to proceed without an Adverse Recommendation Change transactions contemplated hereby (it being understood that United shall not be required to propose any such adjustmentsincluding the Merger); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees The Company shall provide each shareholder entitled to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate vote at a special or annual meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger Company (including any adjournment or postponement, the “CBTC Shareholder Meeting”), as which shall be promptly as practicable after called and held not later than March 30, 2020 (the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation“Shareholder Meeting Deadline”), or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modifya proxy statement, in a manner that form reasonably acceptable to the Buyers and Kxxxxx Xxxx & Wxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (“Shareholder Resolutions”) providing for (x) the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise, as applicable, with respect thereto) (the “Transaction Shareholder Approval”, and the date such Transaction Shareholder Approval is adverse to Unitedobtained, any the “Transaction Shareholder Approval Date”) and (y) either (A) the increase of the authorized shares of Common Stock of the Company and/or (B) a reverse stock split of the Common Stock such recommendation that, in either case, by no later than the second (an 2nd) Trading Day following such Share Increase Shareholder Approval Date (as defined below) no Authorized Share Failure shall exist hereunder (the “Adverse Recommendation ChangeShare Increase Shareholder Approval”, and the date such Share Increase Shareholder Approval is obtained, the “Share Increase Shareholder Approval Date”), if and the CBTC Company shall use its reasonable best efforts to solicit its shareholders’ approval of such resolutions and to cause the Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach Directors of the fiduciary duties of Company to recommend to the members of shareholders that they approve such resolutions. The Company shall be obligated to seek to obtain the CBTC Board under applicable law; provided that: Transaction Shareholder Approval and the Share Increase Shareholder Approval (acollectively, the “Shareholder Approval”, and the date such Shareholder Approval is obtained, the “Shareholder Approval Date”) by the Shareholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Shareholder Approval is not obtained on or prior to making an Adverse Recommendation Changethe Shareholder Meeting Deadline, the CBTC Board Company shall provide written notice cause an additional Shareholder Meeting to United (a “Notice of Recommendation Change”) of its intent be held on or prior to announce an Adverse Recommendation Change on June 30, 2020. If, despite the fifth (5th) business day following delivery of Company’s reasonable best efforts the Shareholder Approval is not obtained after such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such casesubsequent shareholder meetings, the five (5) business day period referred Company shall cause an additional Shareholder Meeting to in this Section 7.02 shall be reduced to three (3) business days following the delivery of held semi-annually thereafter until such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawShareholder Approval is obtained.

Shareholder Approval. CBTC agrees If required by the applicable NASD Market Place Rules and/or Nasdaq's corporate governance rules, the Company and Subscriber agree that until the Company either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQ's corporate governance rules as they may apply to takethe Shares and Warrants, and an opinion of counsel reasonably acceptable to Subscriber that the issuance of the Shares and Warrants will not violate NASDAQ's corporate governance rules nor may result in accordance a delisting of the Company's common stock from the SmallCap (the "Approval"), each Subscriber may not receive any Shares or Warrants. If the Approval is required by the applicable NASD Market Place Rules, and or Nasdaq's corporate governance rules, the Company covenants to use its best reasonable efforts to obtain the Approval to allow the issuance of the Shares and Warrants. If the Approval is required by the applicable NASD Market Place Rules and/or the Nasdaq's corporate governance rules, the Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty (30) days after the Closing Date ("Proxy Filing Date"). If the Approval is required by the applicable law and NASD Market Place Rules and/or the CBTC Articles and Nasdaq's corporate governance rules, the CBTC BylawsCompany further covenants to use its best reasonable efforts to obtain the Approval not later than the sooner of seventy-five (75) days from the Closing Date ("Approval Date"). If the Approval is required by the applicable NASD Market Place Rules and/or Nasdaq's corporate governance rules, all action necessary the Company's failure to (i) file the proxy on or before the Proxy Filing Date; or (ii) the Company's failure to convene an appropriate a meeting of its or shareholders to consider with a quorum present and vote upon the approval Approval within seventy-five (75) days, or in the case of this Agreement an SEC review, one hundred and five (105) days after the Closing Date; or (iii) the Company's failure to obtain the Approval on or before the Approval Date (any other matters required to be approved by CBTC’s shareholders for consummation of the Merger preceding being an "Approval Default") shall be deemed a rejection (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement "Rejection") and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board Company shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery immediately notify each Subscriber of such noticeApproval Default; provided, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood however that any amendment to any material term of Subscriber may waive such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, Rejection During the five ten (5) business day period referred to in this Section 7.02 shall be reduced to three (310) business days following its receipt of notification from the delivery of Company that such new Notice of Recommendation Change); (b) after providing Approval Default has occurred, in which case the Company shall remain obligated to such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) Subscriber to use its best reasonable efforts to file the proxy and provide United reasonable opportunity during obtain the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement Approval as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawset forth above.

Shareholder Approval. CBTC agrees to takeThe Company, acting through the Company’s board of directors, reasonably promptly following obtaining the Company Shareholder Approval, shall deliver, in accordance with the CGCL and other applicable law law, the Company’s Articles of Incorporation and the CBTC Articles and the CBTC Bylaws, notice to the Holders that the Required Shareholder Approval has been obtained. In addition, the Company shall notify all action necessary Holders entitled to convene receive notice under Chapter 13 of the CGCL that dissenters’ rights are available with respect to their applicable shares of Company Capital Stock. If it is determined at any time after such notice is delivered that the signed written consents of certain Holders delivered by the Company to the Purchaser immediately after the execution of this Agreement, were not sufficient to obtain the Required Shareholder Approval for any reason whatsoever (an appropriate meeting “Approval Deficiency Event”), the Company, acting through the Company’s board of its directors, immediately upon learning of an Approval Deficiency Event, shall solicit, in accordance with the CGCL and other applicable law, the Company’s Articles of Incorporation and Bylaws, the approval, pursuant to a written consent, of the principal terms of the Merger from all of the holders of Company stock entitled to vote thereon other than the Holders that have previously signed a written consent with respect to such matter. The materials provided to such shareholders in connection with any approval of the principal terms of the Merger shall be subject to consider the prior review and approval by the Purchaser and shall include an information statement including information regarding the Company, the terms of this Agreement, the unanimous recommendation of the Company’s board of directors of directors that such Holders vote upon the approval their shares in favor of adoption of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation the approval of the principal terms of the Merger and other transactions contemplated by this Agreement. If an Approval Deficiency Event occurs and the Company fails to obtain and deliver such written consent from at least the holders of Company stock necessary to provide the Required Shareholder Approval within ten (including 10) Business Days thereafter, the Company, acting through the Company’s board of directors, shall immediately take all such action as may be necessary in accordance with the CGCL and other applicable law, the Company’s Articles of Incorporation and Bylaws, to duly convene a meeting of the holders of Company stock for the purpose of obtaining the Required Shareholder Approval and shall give the Purchaser notice of such meeting and any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawthereof.

Shareholder Approval. CBTC agrees The Bank Board has resolved to take, in accordance with applicable law recommend to the Bank’s shareholders that they ratify and the CBTC Articles confirm this Agreement and the CBTC Bylaws, all action necessary will submit to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s its shareholders for consummation in order to carry out the intentions of the Merger (including any adjournment or postponementthis Agreement. In furtherance of that obligation, the Bank will take, in accordance with applicable law and the Bank Articles and the Bank Bylaws, all action necessary to convene a meeting of its shareholders (the “CBTC Shareholder Meeting”), as promptly as practicable after the Registration Statement is declared effectivepracticable, to consider and vote upon ratification and confirmation of this Agreement as well as any other such matters. The CBTC Bank Board shall recommend will use all reasonable best efforts to obtain from its shareholders a vote ratifying and confirming this Agreement. However, if the Bank Board, after consultation with (and based on the advice of) outside counsel, determines in good faith that, because of the receipt by the Bank of an Acquisition Proposal that the CBTC Bank Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to the Bank’s shareholders, the Bank Board may submit this Agreement to its shareholders approve and adopt without recommendation (although the resolutions approving this Agreement and as of the transactions contemplated herebydate hereof may not be rescinded or amended), in which event the Bank Board may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that the CBTC Board Bank may fail not take any actions under this sentence until after giving Purchaser at least five (5) business days to make such recommendation, or change, withdraw, qualify or modify, or publicly propose respond to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Acquisition Proposal (and include a copy thereof with all accompanying documentationafter giving Purchaser notice of the latest material terms, if conditions and identity of the third party in writing), any such Acquisition Proposal) and identify the Person making such Superior Proposal, if applicable then taking into account any amendment or modification to this Agreement proposed by Purchaser (it being understood and agreed that any amendment modification to any material term of such Superior Acquisition Proposal described in this Section 6.3 shall require constitute a new Notice of Recommendation Change, except that, in such case, the Acquisition Proposal triggering a new five (5) business day response period referred to for Purchaser). Nothing contained in this Section 7.02 Agreement shall be reduced deemed to three (3) business days following relieve the delivery Bank of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period its obligation to make such adjustments in the terms and conditions of submit this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United its shareholders for a vote. The Bank shall not be required submit to propose the vote of its shareholders any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawAcquisition Proposal.

Shareholder Approval. CBTC agrees The Company shall seek, and use its best efforts to takeobtain as soon as possible, but in accordance with applicable law no event later than the first annual meeting of the Company's shareholders following the Initial Closing Date (the "ANNUAL MEETING"), shareholder approval for (i) the issuance of any Common Shares in excess of the KFOC Maximum (the "KFOC PROPOSAL") which approval shall meet the requirements of the AMEX and the CBTC Articles TSX, and (ii) the issuance of Common Shares in an aggregate amount in excess of the Issuable Maximum (the "EXCESS ISSUANCE PROPOSAL," together with the KFOC Proposal, the "SHAREHOLDER PROPOSALS") which approval shall meet the requirements of the AMEX and the CBTC BylawsTSX. The Company shall use its reasonable best efforts to issue proxy materials in connection with the Annual Meeting seeking approval of the Shareholder Proposals. The Company's Board of Directors shall recommend approval of the Shareholder Proposals by the Company's shareholders. The Company shall mail and distribute its proxy materials for the Annual Meeting to its shareholders at least 21 days prior to the date of the Annual Meeting and shall actively solicit proxies to vote for the Shareholder Proposals. To the extent they do not contain any material non-public information and relate to the Shareholder Proposals, all action the Company shall provide the Purchasers'counsel an opportunity to review and comment on such proxy materials by providing copies of such proxy materials and any revised version of such materials to such counsel at least five days prior to its mailing and distribution. The Company shall (i) furnish to each of the Purchasers and their respective counsel a copy of the Company's definitive proxy materials for the Annual Meeting and any amendments or supplements thereto promptly after the same are first mailed to shareholders, (ii) inform the Purchasers of the progress of solicitation of proxies for the Annual Meeting, and (iii) inform the Purchasers of any adjournment of the Annual Meeting and report the result of the vote of shareholders on the Shareholder Proposals at the conclusion of the Annual Meeting. If for any reason the Shareholder Proposals are not approved at the Annual Meeting or by June 30, 2006, upon instruction by 30 days advance notice from any Purchaser who would be eligible to receive a larger number of Common Shares had such KFOC Proposal or Excess Issuance Proposal been approved, subject to regulatory approval, the Company will take such additional acts or actions as are necessary to convene an appropriate hold a special meeting of its shareholders to consider the Shareholder Proposals and vote upon in conjunction therewith shall hire a nationally recognized proxy solicitation firm, selected by such Purchaser(s) which is reasonably satisfactory to the approval of this Agreement Company, to assist the Company in obtaining the necessary shareholder votes to approve the Shareholder Proposals. The Company shall bear all costs and any other matters required to be approved by CBTC’s shareholders for consummation expenses of the Merger (preparation and filing of any and all proxy materials and additional special meetings, including any adjournment or postponementbut not limited to the costs and expenses of the proxy solicitation firm if needed. Notwithstanding anything to the contrary contained in this SECTION 4.21, the “CBTC Meeting”)Company shall not, as promptly as practicable after and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, agents and counsel, not to, provide the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendationNew Purchaser or KFOC with any material nonpublic information in, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Changeconnection with, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on proxy materials for the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawAnnual Meeting.

Shareholder Approval. CBTC agrees The Company Board has resolved to takerecommend to the Shareholders that they adopt and approve this Agreement, in accordance with applicable law and the CBTC Articles and Company will submit to the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of Shareholders this Agreement and any other matters required to be approved or adopted by CBTCthe Shareholders in order to consummate the Merger and carry out the intentions of this Agreement. In furtherance of that obligation, the Company will take, in accordance with applicable Law and the Company’s shareholders for consummation Articles and Regulations, all action necessary to duly convene a meeting of the Merger Shareholders (including any adjournment or postponement, the “CBTC Shareholders’ Meeting”), as promptly as practicable after Parent has obtained the Registration Statement is declared effectiveSEC’s declaration of effectiveness of the Form S-4, to consider and vote upon approval and adoption of this Agreement. The CBTC Company agrees that its obligations pursuant to this Section 7.01 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or Change in Company Recommendation. Subject to the provisions of Section 7.05(d), the Company shall, through the Company Board, recommend to the Shareholders the approval and adoption of this Agreement (the “Company Recommendation”), and shall use its reasonable best efforts to obtain the Requisite Shareholder Approval. Notwithstanding any Change in the Company Recommendation permitted by Section 7.05(d), this Agreement shall be submitted to the Shareholders at the Shareholders’ Meeting for the purpose of obtaining the Requisite Shareholder Approval and nothing contained herein shall be deemed to relieve the Company of such obligation so long as Parent has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Company Board shall have effected a Change in the Company Recommendation permitted by Section 7.05(d), then the Company Board shall submit this Agreement to the Shareholders without the recommendation of the Agreement (although the resolutions adopting the Agreement as of the date hereof may not be rescinded or amended), in which event the Company Board may communicate the basis for its lack of a recommendation to the Shareholders in the Proxy Statement or in an appropriate amendment or supplement thereto to the extent required by applicable Law; provided that, for the avoidance of doubt, the Company may not take any action under the preceding proviso unless it has complied with the provisions of Section 7.05. In addition to the foregoing, neither the Company nor the Company Board shall recommend that to the CBTC shareholders approve Shareholders or submit to the vote of the Shareholders any Acquisition Proposal other than the Merger. Except as and adopt to the Agreement and extent permitted in Section 7.05(d), neither the transactions contemplated hereby; provided that the CBTC Company Board may fail to make such recommendation, or change, nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to UnitedParent, the Company Recommendation or take any such recommendation action, or make any public statement, filing or release inconsistent with the Company Recommendation (an any of the foregoing being a “Adverse Recommendation ChangeChange in the Company Recommendation”), if . If the CBTC Board has, after having consulted with its financial advisor with respect Company is unable to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute obtain a breach quorum of the fiduciary duties of Shareholders at the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeShareholders’ Meeting, the CBTC Board Company shall provide written notice adjourn the Shareholders’ Meeting if necessary in order to United (obtain such a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawquorum.

Shareholder Approval. CBTC (a) The Company agrees to take, in accordance with applicable law and the CBTC Articles Company Charter and the CBTC Company Bylaws, all action necessary to convene an appropriate as promptly as practicable following the date of this Agreement, a meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s the Company's shareholders for in order to permit consummation of the Merger (including any adjournment or postponement, the “CBTC "Company Meeting”"). Except with the prior approval of Parent, no other matters shall be submitted for the approval of the Company shareholders at the Company Meeting, provided, however, that if the Company Meeting is also the annual shareholder meeting of the Company, no prior approval of the Parent shall be required for the submittal of such matters as promptly as practicable after are customarily submitted to the Registration Statement is declared effectiveshareholders of the Company at its annual meeting. The CBTC Company Board shall recommend that such approval, include such approval in the CBTC shareholders approve Proxy Statement, use its commercially reasonable best efforts to solicit such approval and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, not withdraw, qualify amend or modifymodify its recommendation of such approval. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Company Board from withholding, withdrawing, amending or publicly propose modifying its recommendation if and only to change, withdraw, qualify or modify, in the extent that there is a manner that is adverse to United, any such recommendation bona fide written Acquisition Proposal and (an “Adverse Recommendation Change”), if i) the CBTC Board hasCompany Board, after having consulted consultation with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during determines that such action is necessary for the subsequent five (5) business day period to make such adjustments in the terms and conditions proper discharge of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); its fiduciary duties under applicable law and (cii) the CBTC Board, following such five (5) business day period, Company Board determines in good faith, faith (after consultation with its financial advisors and outside counseladvisor) that such Acquisition Proposal, that the failure to take such action would be if accepted, is reasonably likely to constitute a breach be consummated, taking into account all legal, financial and regulatory aspects of the fiduciary duties proposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to the Company's shareholders from a financial point of view than the Merger (a "Superior Proposal"). The Company, in consultation with Parent, shall employ professional proxy solicitors to assist in contacting its stockholders in connection with soliciting favorable votes on the Merger. The Company shall consult Parent with respect to the timing of the members of the CBTC Board under applicable lawCompany Meeting.

Shareholder Approval. CBTC agrees If the Exchange Approval Meeting has not occurred prior to takea Specified Termination Event, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”)then, as promptly as practicable after following the Registration Statement occurrence of a Specified Termination Event, to the extent that Lionsgate is declared effective. The CBTC Board required by applicable stock exchange rules to obtain stockholder approval of the issuance of the Lionsgate Exchange Shares, Lionsgate shall recommend that prepare and file with the CBTC shareholders approve and adopt SEC, an appropriate proxy statement (the Agreement and “Proxy Statement”) seeking approval of the transactions contemplated hereby; by this Agreement (the “Stockholder Approval”). Lionsgate shall use its reasonable best efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC. Each Stockholder shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Proxy Statement. Lionsgate shall duly give notice of, convene and hold a stockholders’ meeting (the “Stockholders’ Meeting”) as promptly as practicable following the date the Proxy Statement is filed, but no later than 120 days after the Specified Termination Event, for the purpose of seeking the Stockholder Approval (or adjournment of the Stockholders’ Meeting under certain circumstances) and shall, (a) recommend to its stockholders approval of the issuance of Lionsgate Exchange Shares and include in the Proxy Statement such recommendation and (b) use its reasonable best efforts to solicit such approval and obtain the Stockholder Approval. Once the Stockholders’ Meeting has been called and noticed, Lionsgate may only adjourn or postpone the Stockholders’ Meeting (x) to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided that to its stockholders in advance of a vote on the CBTC Board may fail to make such recommendationStockholder Approval, or change(y) if, withdrawas of the time for which the Stockholders’ Meeting is originally scheduled, qualify there are insufficient shares of Lionsgate common stock represented (either in person or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely by proxy) to constitute a breach quorum necessary to conduct the business of such meeting and, in any such case (clause (x) or (y)), only for a minimum period of time reasonable under such circumstance. Lionsgate shall ensure that the fiduciary duties of Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the members of the CBTC Board under Stockholders’ Meeting are solicited in compliance with applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeLaw, the CBTC Board shall provide written notice to United (a “Notice rules of Recommendation Change”) NYSE and the organizational documents of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawLionsgate.

Shareholder Approval. CBTC agrees As soon as practicable following the execution and delivery of this Agreement and the issuance of the California Permit, the Company shall give written notice of this Agreement and the proposed Merger to take, all Company shareholders and shall use commercially reasonable efforts to take all other action necessary in accordance with applicable law the California Code and the CBTC Articles its articles of incorporation and the CBTC Bylaws, all action necessary bylaws to convene an appropriate a meeting of its shareholders or secure the written consent of its shareholders with respect to consider the Company Shareholder Action before August 30, 2000. The Company shall submit this Agreement to its shareholders for adoption whether or not the Company's Board of Directors determines at any time subsequent to declaring its advisability that this Agreement is no longer advisable and vote upon recommends that the approval shareholders reject it. The Company shall consult with Parent regarding the date of any shareholder meeting with respect to the Company Shareholder Action and shall not postpone or adjourn (other than for the absence of a quorum) any such meeting, which consent shall not be unreasonably withheld. The Company shall use all commercially reasonable efforts required to solicit and obtain from shareholders of the Company proxies or written consents in favor of the Merger and this Agreement and any shall take all other matters action necessary or advisable to secure the vote or consent of shareholders of the Company required with respect to be approved by CBTC’s the Merger. The materials submitted to the shareholders for consummation of the Company in respect of the Merger shall have been subject to prior review and comment by Parent and shall include (including any adjournment or postponementa) information regarding the Company, the “CBTC Meeting”)terms of the Merger and this Agreement, as promptly as practicable after (b) the Registration Statement is declared effective. The CBTC recommendation of the Board shall recommend of Directors of the Company that the CBTC Company's shareholders approve the Merger and adopt the this Agreement and the transactions contemplated hereby; provided that hereby and approve and execute such other documents as may be required to satisfy the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach applicable requirements of the fiduciary duties Securities Act in connection with the issuance and sale of Parent Common Stock in the Merger, (c) and the conclusion of the members Board of Directors of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood Company that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement the Merger are advisable, fair and reasonable to, and in the best interests of, the shareholders of the Company and (d) such other documents as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not may be required to propose any such adjustments); and (c) satisfy the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach applicable requirements of the fiduciary duties Securities Act in connection with the issuance and sale of Parent Common Stock in the members of the CBTC Board under applicable lawMerger.

Shareholder Approval. CBTC agrees The Company Board will submit to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval principal terms of this Agreement and any other matters required to be approved or adopted by CBTC’s shareholders for consummation in order to carry out the intentions of this Agreement. In furtherance of that obligation, the Merger Company will take, in accordance with the CCC, other applicable law, applicable NASDAQ National Market System rules, the rules of any other relevant exchange and its Constituent Documents, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “CBTC "Company Meeting”"), as promptly as practicable after practicable, to consider and vote upon approval of the Registration Statement is declared effectiveprincipal terms of this Agreement as well as any other such related matters. The CBTC Company Board shall recommend will use all reasonable best efforts to obtain from its shareholders a vote approving the principal terms of this Agreement, including providing an unqualified recommendation that its shareholders vote in favor of the Merger. The Company Board will not impose a requirement that the CBTC shareholders approve holders of more than a majority of the outstanding shares of the Company Common Stock entitled to vote on the Merger and adopt the principal terms of the Agreement approve the Merger and the transactions contemplated herebyprincipal terms of the Agreement. If the Company Board, after consultation with (and based on the advice of) outside counsel, determines in good faith that, because of the receipt by the Company of an Acquisition Proposal that the Company Board concludes in good faith constitutes a Superior Proposal, it would more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend the approval of the principal terms of this Agreement, then, in submitting the principal terms of this Agreement to the Company Meeting, the Company Board may submit principal terms of this Agreement to its shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Company Board may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that the CBTC Company Board may fail not take any actions under this sentence until after giving Acquiror at least five business days to make respond to such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Acquisition Proposal (and include a copy thereof with all accompanying documentationafter giving Acquiror notice of the latest material terms, if conditions and identity of the third party in writing), the Acquisition Proposal) and identify the Person making such Superior Proposal, if applicable (it being understood that then taking into account any amendment or modification to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawproposed by Acquiror.

Shareholder Approval. CBTC (a) The Company agrees to take, in accordance with applicable law Law and the CBTC Company Articles and the CBTC Company Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly soon as practicable after the Registration Statement Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), the Company Special Meeting to consider and to obtain the Company Shareholder Approval. The CBTC Subject to Section 6.9(b) and (c), the Company Board shall at all times prior to and during such Company Special Meeting recommend that such approval and shall use its reasonable best efforts to solicit such approval by its shareholders (the CBTC shareholders approve and adopt “Company Board Recommendation”). Without limiting the generality of the foregoing, unless this Agreement has terminated in accordance with its terms, this Agreement and the transactions contemplated herebyFirst Merger shall be submitted to the Company’s shareholders at the Company Special Meeting whether or not (x) the Company Board shall have effected a Company Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Special Meeting; provided that the CBTC Board may fail to make such recommendationCompany may, without the prior written consent of Parent, adjourn or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that postpone the Company Special Meeting (A) if on the date on which the Company Special Meeting is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Changeoriginally scheduled, the CBTC Board Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on adjourn the fifth (5th) business day following delivery of Company Special Meeting until such noticedate as shall be mutually agreed upon by the Company and Parent, which notice date shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the not be less than five (5) business day period referred days nor more than ten (10) days after the date of adjournment, and subject to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable shall continue to use all reasonable best efforts, together with its proxy solicitor, to assist in the CBTC Board solicitation of proxies from shareholders relating to proceed without an Adverse Recommendation Change the Company Shareholder Approval, (it being understood that United shall not be required to propose any such adjustments); and (cB) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counselParent, that if the failure to take such action adjourn or postpone the Company Special Meeting would reasonably be reasonably likely expected to constitute be a breach violation of applicable Law for the distribution of any required supplement or amendment to the Joint Proxy Statement/Prospectus, or (C) after consultation with Parent, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. Parent may require the Company to adjourn, delay or postpone the Company Special Meeting once for a period not to exceed thirty (30) calendar days (but prior to the date that is two (2) Business Days prior to the End Date) to solicit additional proxies necessary to obtain the Company Shareholder Approval. Once the Company has established the record date, in respect of the fiduciary duties Company Special Meeting (the “Company Record Date”), the Company shall not change such Company Record Date or establish a different Company Record Date for the Company Special Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the members of Company Articles or the CBTC Board under applicable lawCompany Bylaws.

Shareholder Approval. CBTC agrees The Company Board shall take all lawful action to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate (i) cause a special meeting of its shareholders to consider and vote upon (the approval of this Agreement and any other matters required “Company Shareholder Meeting”) to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), duly called and held as promptly soon as practicable after the Registration Statement is declared effectivedate hereof for the purpose of voting on the approval and adoption of this Agreement, the other Transaction Documents and the Amendment and the election to the Company Board, effective as of the Closing Date, of the initial Elixir Nominees and (ii) solicit proxies from its shareholders to obtain the required vote for the approval and adoption of this Agreement, the other Transaction Documents and the Amendment, the issuance of the Shares and New Warrants and the election to the Company Board, effective as of the Closing Date, of the initial Elixir Nominees and any action necessary or desirable to effectuate the transactions contemplated herein. The CBTC Board Proxy Statement shall recommend include a statement that the CBTC Company Board recommends that the shareholders of the Company adopt this Agreement and the other Transaction Documents and thereby approve the issuance of the Shares and adopt the Agreement New Warrants and the transactions contemplated hereby; provided hereby and that the CBTC shareholders of the Company approve the Amendment and the election to the Company Board, effective as of the Closing Date, of the initial Elixir Nominees and the Company Board may fail shall take all lawful action (including the solicitation of proxies) to make solicit such recommendationadoption and approval; provided, or changehowever, that the Company Board may, at any time prior to the time of the Company Shareholder Meeting, withdraw, qualify modify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, change any such recommendation (an “Adverse Recommendation Change”), if to the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined extent that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Company Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and receiving written advice from outside legal counsel, that such recommendation would not be consistent with its fiduciary duties to the failure Company’s shareholders under applicable Legal Requirements (a “Fiduciary Exception”). At any such Company Shareholder Meeting, each of Jxx Xxxxxx and Mxxx Xxxxxxx shall vote all shares over which they have voting control (including, with respect to take such action would be reasonably likely Mx. Xxxxxxx, any shares over which Mx. Xxxxxxx exercises sole voting control pursuant to constitute a breach that certain voting trust agreement dated August 28, 2006, by and among Mx. Xxxxxxx, Triage Offshore Fund, Ltd., Triage Capital Management B LP, Triage Capital Management LP and Periscope Partners LP) in favor of the fiduciary duties approval and adoption of this Agreement and the other Transaction Documents, the Amendment, the issuance of the members Shares and the New Warrants and the election to the Company Board, effective as of the CBTC Board under applicable lawClosing Date, of the initial Elixir Nominees and any action necessary or desirable to effectuate the transactions contemplated herein and therein. Mx. Xxxxxx and Mx. Xxxxxxx further agree to (i) execute an irrevocable voting agreement, in form and substance reasonably satisfactory to Elixir, with respect to the foregoing and (ii) not to sell, transfer, assign, pledge or dispose of any shares of Common Stock or Common Stock Equivalents, prior to the Closing except that (y) Mx. Xxxxxxx may sell up to 375,000 shares of Common Stock resulting from the exercise of stock options currently held by Mx. Xxxxxxx, for personal financial reasons, after the date hereof and prior to the Closing and (z) Mx. Xxxxxx may sell up to 150,000 shares of Common Stock of the Phileo Foundation, of which Mx. Xxxxxx is trustee and up to 500,000 shares of Common Stock for his own account after the date hereof and prior to Closing.

Shareholder Approval. CBTC agrees to takeAs soon as practicable following the date hereof, in accordance with applicable law the Company shall establish a record date (which will be as promptly as reasonably practicable following the date of this Agreement) for, duly call, give notice of, convene and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate hold (without adjournment) a meeting of its shareholders to consider and vote upon (the "Company Shareholder Meeting") for the purpose of seeking the approval of this Agreement and all of the Transactions as required under the TBCA. The Company Shareholder Meeting shall occur on a date no later than January 10, 2005. The Company shall, through its Board of Directors, recommend to the Regular Shareholders that they vote in favor of the Merger and this Agreement (the "Company Shareholder Approval"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first two sentences of this clause (a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any other matters Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of this Agreement or the Merger. As soon as reasonably practicable but no later than five (5) business days after the date hereof, Parent and the Company shall prepare the Joint Statement, which shall include: a notice to Regular Shareholders of the Company Shareholder Meeting to approve the Transactions; all information that may be required to be approved by CBTC’s shareholders for consummation given to the Regular Shareholders pursuant to the TBCA, including adequate notice of the Merger (including and information concerning dissenters' rights pursuant to the TBCA. Such Joint Statement shall also specify the address to which any adjournment or postponement, notices concerning dissenters' rights must be sent and will request that a copy of such notice be sent to Parent at an address specified by Parent; and other information regarding Parent that shall be provided by Parent. The Company shall use its commercially reasonable efforts to cause the “CBTC Meeting”), Joint Statement to be mailed to the Regular Shareholders as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, date hereof but in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the event no later than five (5) business day period referred days after the date hereof. The Company shall provide Parent and its counsel with a reasonable opportunity to review and comment on the final drafts of the Joint Statement and any supplements or amendments thereto. If prior to the Effective Time, any event occurs with respect to the Company, or any change occurs with respect to information supplied by the Company for inclusion in this Section 7.02 the Joint Statement, which is required by Law to be described in an amendment of, or a supplement to, the Joint Statement, the Company shall be reduced to three (3) business days following the delivery promptly notify Parent of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Changeevent or change, CBTC and the Company and Parent shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments cooperate in the terms prompt preparation of an amendment or supplement to the Joint Statement and, as required by Law, to disseminate the information contained in such amendment or supplement to the Shareholders. If prior to the Effective Time, any event occurs with respect to Parent, or any change occurs with respect to information supplied by Parent for inclusion in the Joint Statement, which is required by Law to be described in an amendment of, or a supplement to, the Joint Statement, Parent shall promptly notify the Company of such event or change, and conditions the Company and Parent shall cooperate in the prompt preparation of this Agreement an amendment or supplement to the Joint Statement and, as would enable required by Law, to disseminate the CBTC Board information contained in such amendment or supplement to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawShareholders.

Shareholder Approval. CBTC agrees The Company Board will submit to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval principal terms of this Agreement and any other matters required to be approved or adopted by CBTC’s shareholders for consummation in order to carry out the intentions of this Agreement. In furtherance of that obligation, the Merger Company will take, in accordance with the CCC, other applicable law, applicable NASDAQ National Market System rules, the rules of any other relevant exchange and its Constituent Documents, all action necessary to convene a meeting of its shareholders (including any adjournment or postponement, the “CBTC ”Company Meeting”), as promptly as practicable after practicable, to consider and vote upon approval of the Registration Statement is declared effectiveprincipal terms of this Agreement as well as any other such related matters. The CBTC Company Board shall recommend will use all reasonable best efforts to obtain from its shareholders a vote approving the principal terms of this Agreement, including providing an unqualified recommendation that its shareholders vote in favor of the Merger. The Company Board will not impose a requirement that the CBTC shareholders approve holders of more than a majority of the outstanding shares of the Company Common Stock entitled to vote on the Merger and adopt the principal terms of the Agreement approve the Merger and the transactions contemplated herebyprincipal terms of the Agreement. If the Company Board, after consultation with (and based on the advice of) outside counsel, determines in good faith that, because of the receipt by the Company of an Acquisition Proposal that the Company Board concludes in good faith constitutes a Superior Proposal, it would more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend the approval of the principal terms of this Agreement, then, in submitting the principal terms of this Agreement to the Company Meeting, the Company Board may submit principal terms of this Agreement to its shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Company Board may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that the CBTC Company Board may fail not take any actions under this sentence until after giving Acquiror at least five business days to make respond to such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Acquisition Proposal (and include a copy thereof with all accompanying documentationafter giving Acquiror notice of the latest material terms, if conditions and identity of the third party in writing), the Acquisition Proposal) and identify the Person making such Superior Proposal, if applicable (it being understood that then taking into account any amendment or modification to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawproposed by Acquiror.

Shareholder Approval. CBTC agrees The Company agrees: (i) that, prior to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of any Business Combination, it will submit such transaction to the Merger Company’s stockholders for their approval (including any adjournment or postponement, the “CBTC MeetingInitial Transaction Vote”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), ) even if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach nature of the fiduciary duties of the members of the CBTC Board acquisition is such as would not ordinarily require stockholder approval under applicable state law; provided that: and (aii) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such casethe event that the Company does not effect a Business Combination within 24 months from the date of the Final Prospectus (or 30 months from the date of the Final Prospectus if the extended period is approved as described in the General Disclosure Package (the “Extended Period”)), the five (5) business day period referred to Company will be liquidated as described in the General Disclosure Package. At the time the Company seeks approval of the Extended Period or any potential Business Combination, the Company will offer each of the holders of the Company’s Common Stock included in the Units issued in this Section 7.02 shall be reduced offering (the “IPO Shares”) the right to three convert such holder’s IPO Shares at a per share price (3the “Conversion Price”) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments calculated as described in the terms General Disclosure Package. If the Company’s stockholders approve the Extended Period or a Business Combination and conditions an amendment to the Company’s amended and restated certificate of this Agreement incorporation effecting the Extended Period is filed with the Secretary of State of Delaware or the Business Combination is consummated, as would enable applicable, the CBTC Board Company will convert shares, based upon the Conversion Price, of those holders of IPO Shares who (i) affirmatively requested such conversion and (ii) who voted against the Extended Period or a Business Combination, as applicable. If holders of a majority in interest of the IPO Shares voted are not voted in favor of the Extended Period, holders of a majority in interest of the Company’s outstanding common stock voted are not voted in favor of an amendment to proceed without an Adverse Recommendation Change (it being understood that United shall the Company’s amended and restated certificate of incorporation effecting the Extended Period or holders of 40% or more of the IPO Shares vote against the Extended Period and exercise their conversion rights, the Extended Period will not be required to propose any approved and the Company will not convert such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines IPO Shares. If holders of a majority in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach interest of the fiduciary duties IPO Shares voted are not voted in favor of the members Business Combination, holders of a majority in interest of the CBTC Board under applicable lawCompany’s outstanding common stock voted are not voted in favor of an amendment to the Company’s amended and restated certificate of incorporation providing for the Company’s perpetual existence or holders of 40% or more of the IPO Shares vote against the Business Combination and exercise their conversion rights, on a cumulative basis with the public stockholders who previously exercised their conversion rights in connection with a proposal to approve the Extended Period, the Business Combination will not be approved and the Company will not convert such IPO Shares.

Shareholder Approval. CBTC agrees The Company shall provide each shareholder entitled to takevote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), which shall be promptly called and held not later than ninety (90) days after the Closing Date (the “Shareholder Meeting Deadline”), a proxy statement, substantially in the form which has been previously reviewed by each of the Buyers and each of their counsel, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions providing for the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the CBTC Articles rules and regulations of Principal Market (such affirmative approval being referred to herein as the “Shareholder Approval” and the CBTC Bylaws, all action necessary date of such Shareholder Approval shall be referred to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, as the “CBTC MeetingShareholder Approval Date”), as promptly as practicable after and the Registration Statement is declared effectiveCompany shall use its best efforts (including bearing commercially reasonable expenses) to solicit its shareholders’ approval of such resolutions (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the shareholders that they approve such resolutions. The CBTC Board Company shall recommend that be obligated to seek to obtain the CBTC shareholders approve and adopt Shareholder Approval by the Agreement and Shareholder Meeting Deadline. As the transactions contemplated hereby; provided that Company has already filed a preliminary proxy statement with the CBTC Board may fail SEC under Rule 14a-6 with respect to make such recommendationits Annual Meeting of Shareholders to be held on May 28, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation 2008 (an the “Adverse Recommendation ChangePreliminary Proxy Statement”), if the CBTC Board hasCompany shall seek such Shareholder Approval at such Annual Meeting and the Shareholder Meeting Deadline shall be no later than June 30, 2008. In connection therewith, the Company shall within ten (10) days after having consulted the date hereof file with the SEC an amendment to such Preliminary Proxy Statement, in form and substance acceptable to each Buyer and its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that soliciting the failure Shareholder Approval in accordance with the foregoing, and the Company shall cause the definitive proxy materials for such Annual Meeting to make contain such solicitation for the Shareholder Approval and to be in form and substance acceptable to each Buyer and its counsel. If, despite the Company’s best efforts the Shareholder Approval is not obtained on or prior to the Shareholder Meeting Deadline, the Company shall cause an Adverse Recommendation Change would additional Shareholder Meeting to be reasonably likely to constitute a breach held each semi-annual period thereafter until such Shareholder Approval is obtained or until such Shareholder Approval is no longer required under the rules and regulations of the fiduciary duties Principal Market or is no longer required to eliminate restrictions on the issuance of shares of Common Stock pursuant to the members of Notes and Warrants. The Company shall not directly or indirectly take any action which would result in a Dilutive Issuance (as defined in the CBTC Board under applicable law; provided that: (aNotes and Warrants) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood Shareholder Approval Date. The Company agrees that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, action and resulting Dilutive Issuance (as defined in such case, the five (5Notes and Warrants) business day period referred to in this Section 7.02 shall be reduced null and void and that the Buyers would be irreparably harmed to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during extent that the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose Company takes any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawaction.