Common use of Termination Fee Clause in Contracts

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, In the sum of $280 million event that (the "NCF Termination Fee"A) if this Agreement is terminated as follows: (1i) if STI either Party shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h6.1(c)(ii), then NCF shall pay the NCF Termination Fee on the business day following such termination; or (2ii) if (A) either party West shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to6.1(e)(i), or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3iii) if (A) either party West shall terminate this Agreement pursuant to Section 8.1(c6.1(b) on the basis of a material breach by Raindance of Section 4.4 or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f)4.9, (B) at any time after the date of this Agreement and before prior to such termination there shall have been a Public publicly announced an Acquisition Proposal with respect to NCF that has not been formally withdrawn or abandoned prior to such termination, and (C) within 12 months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by Raindance with respect to an Acquisition Proposal, Raindance shall pay West the occurrence Termination Fee within five business days of the earlier of the consummation of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants Acquisition Proposal or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date on which Raindance enters into a definitive agreement, letter of such termination intent, agreement in principle, memorandum of this Agreement, NCF understanding or any of its Subsidiaries executes any definitive other agreement with respect toto such Acquisition Proposal, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds by wire transfer of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIimmediately available funds. (b) The parties acknowledge In the event that West shall terminate this Agreement pursuant to Section 6.1(e)(ii), Raindance shall pay to West the Termination Fee within five business days after the date this Agreement is terminated, by wire transfer of immediately available funds. (c) In the event that Raindance shall terminate this Agreement pursuant to Section 6.1(f), then Raindance shall pay West the Termination Fee on the date this Agreement is terminated, by wire transfer of immediately available funds. (d) Raindance hereby acknowledges that the agreements contained in this Section 8.3 7.4 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties West would not have entered enter into this Agreement. (c) For purposes of . In the event that Raindance fails to pay when due any amount payable under this AgreementSection 7.4, the term "Acquisition Transaction" shall mean then (i) Raindance shall reimburse West for all costs and expenses (including disbursements and reasonable fees of counsel) incurred in connection with the direct or indirect acquisitioncollection of such overdue amount, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, and (ii) Raindance shall pay to West interest on such overdue amount (for the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more period commencing as of the outstanding shares of voting stock of NCF, or (iiidate such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant rate per annum equal to which persons who are shareholders of NCF immediately prior the Prime Rate in effect on the date such overdue amount was originally required to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionbe paid.

Termination Fee. (ai) NCF shall pay STI, by wire transfer of immediately available funds, In the sum of $280 million (the "NCF Termination Fee") if event that this Agreement is terminated as follows: (1) if STI shall terminate this Agreement by Cubs pursuant to Section 8.1(g‎7.1(d)(ii) [Dodgers Adverse Recommendation Change] or 8.1(h)Section ‎7.1(d)(iii) [Dodgers Material Breach of Non-Solicitation], then NCF Dodgers shall pay to Cubs the NCF Termination Fee on the business day as promptly as possible (but in any event within three (3) Business Days) following such termination;. (2ii) if In the event that this Agreement is terminated by Dodgers pursuant to Section ‎7.1(c)(ii) [Cubs Adverse Recommendation Change] or Section ‎7.1(c)(iii) [Cubs Material Breach of Non-Solicitation], then Cubs shall pay to Dodgers the Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (iii) In the event that (A) either party shall terminate this Agreement pursuant prior to Section 8.1(dthe Cubs Stockholders’ Meeting (with respect to clause (B)(2)) because or the required NCF shareholder approval shall not have been received and date of termination (Bwith respect to clause (B)(1)) at any time or (B)(3)), an Acquisition Proposal with respect to Cubs is communicated to the Cubs Board or publicly disclosed after the date of this Agreement, (B) this Agreement is terminated by Dodgers or Cubs pursuant to (1) Section ‎7.1(b)(i) [Termination Date], (2) Section ‎7.1(b)(iii) [No Cubs Stockholder Approval] or (3) Section ‎7.1(c)(i) [Cubs Breach], and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) concurrently with or within twelve (12) months of the date of after any such termination of this agreementdescribed in clause (B), NCF Cubs or any of its the Cubs Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or otherwise consummates, any Acquisition TransactionProposal with respect to Cubs (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition Proposal” for all purposes under this ‎Section 7.3(b)(iii), including the proviso hereof), then NCF Cubs shall pay to Dodgers the remaining two-thirds Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the earlier of the NCF entry into such definitive agreement or consummation of such Acquisition Proposal; provided, however, that solely in the event that (x) this Agreement is terminated by Dodgers or Cubs pursuant to Section ‎7.1(b)(i) [Termination Fee upon Date] and at such time the Cubs Stockholder Approval has been received and (y) after the receipt of such Cubs Stockholder Approval but prior to the date of such execution termination, one or consummation. If NCF fails more Acquisition Proposals with respect to pay all amounts due Cubs are communicated to STI on the dates specifiedCubs Board or publicly disclosed, then NCF the Termination Fee payable by Cubs pursuant to this ‎Section 7.3(b)(iii) shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published be payable only in the Wall Street Journalevent that concurrently with or within twelve (12) months after such termination, from Cubs or any of the date such amounts were required Cubs Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, an Acquisition Proposal with respect to be paid until Cubs that was communicated to the date actually received by STICubs Board or publicly disclosed as set forth in clause (y) of this proviso. (biv) The parties acknowledge In the event that (A) prior to the agreements contained in this Section 8.3 are Dodgers Stockholders’ Meeting (with respect to clause (B)(2)) or the date of termination (with respect to clause (B)(1) or (B)(3)), an integral part of Acquisition Proposal with respect to Dodgers is communicated to the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, Dodgers Board or publicly disclosed after the parties would not have entered into this Agreement. (c) For purposes date of this Agreement, the term "Acquisition Transaction" shall mean (iB) the direct this Agreement is terminated by Dodgers or indirect acquisitionCubs pursuant to (1) Section ‎7.1(b)(i) [Termination Date], purchase (2) Section ‎7.1(b)(iv) [No Dodgers Stockholder Approval] or assumption of all (3) Section ‎7.1(d)(i) [Dodgers Breach], and (C) concurrently with or a substantial portion within twelve (12) months after any such termination described in clause (B), Dodgers or any of the assets Dodgers Subsidiaries enters into a definitive agreement with respect to, or deposits otherwise consummates, any Acquisition Proposal with respect to Dodgers (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of NCF“Acquisition Proposal” for all purposes under this ‎Section 7.3(b)(iv), including the proviso hereof), then Dodgers shall pay to Cubs the Termination Fee as promptly as possible (iibut in any event within three (3) Business Days) following the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more earlier of the outstanding shares of voting stock of NCF, entry into such definitive agreement or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction andAcquisition Proposal; provided, as a result however, that solely in the event that (x) this Agreement is terminated by Dodgers or Cubs pursuant to Section ‎7.1(b)(i) [Termination Date] and at such time the Dodgers Stockholder Approval has been received and (y) after the receipt of such transactionDodgers Stockholder Approval but prior to the date of termination, no person one or group more Acquisition Proposals with respect to Dodgers are communicated to the Dodgers Board or publicly disclosed, then the Termination Fee payable by Dodgers pursuant to this ‎Section 7.3(b)(iv) shall be payable only in the event that concurrently with or within twelve (within 12) months after such termination, Dodgers or any of the meaning of Section 13(d)(3Dodgers Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, an Acquisition Proposal with respect to Dodgers that was communicated to the Dodgers Board or publicly disclosed as set forth in clause (y) of this proviso. (v) In the Exchange Actevent that this Agreement is terminated by either party pursuant to Section ‎7.1(b)(i) holds 20% or more of [Termination Date] and at the voting stock of the surviving entity (or parent thereof) immediately following consummation time of such transactiontermination, (A) the Cubs Stockholder Approval shall not have been obtained and (B) Dodgers would have been permitted to terminate this Agreement pursuant to Section ‎7.1(c)(ii) [Cubs Adverse Recommendation Change] or Section ‎7.1(c)(iii) [Cubs Material Breach of Non-Solicitation], then Cubs shall pay to Dodgers the Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (vi) In the event that this Agreement is terminated by either party pursuant to Section ‎7.1(b)(i) [Termination Date] and at the time of such termination, (A) the Dodgers Stockholder Approval shall not have been obtained and (B) Cubs would have been permitted to terminate this Agreement pursuant to Section ‎7.1(d)(ii) [Dodgers Adverse Recommendation Change] or Section ‎7.1(d)(iii) [Dodgers Material Breach of Non-Solicitation], then Dodgers shall pay to Cubs the Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (vii) As used in this Agreement:

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, In the sum of $280 million event that (the "NCF Termination Fee"A) if this Agreement is terminated as follows: (1i) if STI shall terminate either Party terminates this Agreement pursuant to Section 8.1(g) or 8.1(h6.1(c)(ii), then NCF shall pay the NCF Termination Fee on the business day following such termination; or (2ii) if (A) either party shall terminate SBC terminates this Agreement pursuant to Section 8.1(d) because 6.1(b), as a result of a willful breach of a covenant or agreement by Business Bank or the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect toBank, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(cSections 6.1(e)(i) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f6.1(e)(ii), (B) at any time after the date of this Agreement and before prior to such termination Business Bank shall have received or there shall have been a Public publicly announced an Acquisition Proposal with respect to NCF that has not been formally withdrawn or abandoned prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months following such termination, Business Bank consummates an Acquisition Proposal or enters into a definitive agreement or letter of intent is entered into by Business Bank with respect to an Acquisition Proposal, Business Bank shall pay Seacoast the Termination Fee within five (5) Business Days after the date it becomes payable pursuant hereto, by wire transfer of such termination immediately available funds; provided that for purposes of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay Section 7.4(a) all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published references in the Wall Street Journal, from the date such amounts were required definition of “Acquisition Proposal” to “25%” shall be paid until the date actually received by STIto “50%”. (b) The parties acknowledge In the event that SBC terminates this Agreement pursuant to Section 6.1(e)(iii), Business Bank shall pay to Seacoast the Termination Fee within five (5) Business Days after the date this Agreement is terminated, by wire transfer of immediately available funds. In the event that Business Bank terminates this Agreement pursuant to Section 6.1(f), Business Bank shall pay to Seacoast the Termination Fee on the date this Agreement is terminated, by wire transfer of immediately available funds. (c) Business Bank and the Bank hereby acknowledges that the agreements contained in this Section 8.3 7.4 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties Seacoast would not have entered enter into this Agreement. In the event that Business Bank fails to pay when due any amount payable under this Section 7.4, then (i) Business Bank shall reimburse Seacoast for all costs and expenses (including disbursements and reasonable fees of legal counsel) incurred in connection with the collection of such overdue amount, and (ii) Business Bank shall pay to Seacoast interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to five percent (5%) over the “prime rate” (as published in the “Money Rates” column in The Wall Street Journal or, if not published therein, in another national financial publication selected by Seacoast) in effect on the date such overdue amount was originally required to be paid. (cd) For purposes Assuming Business Bank and the Bank are not in breach of their obligations under this Agreement, including Sections 4.5 and 4.12, then the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion payment of the assets Termination Fee shall fully discharge Business Bank and the Bank from and be the sole and exclusive remedy of Seacoast with respect to, any and all losses that may be suffered by Seacoast based upon, resulting from or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more rising out of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior circumstances giving rise to such transaction own 60% termination of this Agreement under Section 7.4(a) or 7.4(b). In no event shall Business Bank be required to pay the Termination Fee on more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionthan one occasion.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, If under the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as followsfollowing circumstances: (1i) if STI Seller terminates this Agreement pursuant to Section 9.1(f) of this Agreement and within 12 months of such termination (A) an Acquisition Proposal or Acquisition Transaction has been announced with respect to any Seller Entity or (B) an Acquisition Agreement with respect to an Acquisition Transaction has been entered into with respect to Seller or any Seller Entity; or (ii) Buyer shall terminate this Agreement pursuant to Section 8.1(g9.1(e)(i)-(iv); then Seller shall promptly pay to Buyer an amount equal to $350,000 (the "Termination Fee") upon the earlier of such announcement or 8.1(h)the entry into such Acquisition Agreement or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its board of directors, then NCF shall pay other than a recommendation for approval of the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement Mergers; provided, however, that in connection with a termination pursuant to Section 8.1(d9.1(e)(i) because only, the required NCF shareholder approval Termination Fee shall not have been received and be paid at the time of termination. Seller hereby waives any right to set-off or counterclaim against such amount. If the Termination Fee shall be payable pursuant to subsection (Ba)(i) at any time after the date of this Agreement and Section 9.3, the Termination Fee shall be paid in same-day funds at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated prior to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months earliest of the date of consummation of such termination Acquisition Transaction, or the date of this agreement, NCF or any execution of its Subsidiaries enters into any definitive an Acquisition Agreement with respect to, to such Acquisition Transaction or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution any announcement or consummation; and (3) if (A) either party statement with respect to any Acquisition Proposal by Seller or its board of directors, other than a recommendation for approval of the Mergers. If the Termination Fee shall terminate this Agreement be payable pursuant to subsection (a)(ii) of this Section 8.1(c9.3, the Termination Fee shall be paid in same-day funds upon the earlier of (i) the execution of an Acquisition Agreement with respect to such Acquisition Transaction or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal any announcement or statement with respect to NCF that has not been withdrawn prior to such terminationany Acquisition Proposal by Seller or its board of directors, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure other than a recommendation for approval of the Effective Time to occur prior to Mergers or (ii) two business days from the date of termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties Parties acknowledge that the agreements contained in this Section 8.3 Article 9 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, that without these agreements, the parties they would not have entered enter into this Agreement. ; accordingly, if Seller fails to pay promptly any fee payable by it pursuant to this Section 9.3, then Seller shall pay to Buyer its reasonable costs and expenses (cincluding reasonable attorneys' fees) For purposes of this Agreementin connection with collecting such Termination Fee, together with interest on the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion amount of the assets or deposits fee at the prime annual rate of NCF, interest (iias published in The Wall Street Journal) plus 2% as the acquisition by any person same is in effect from time to time from the date such payment was due under this Agreement until the date of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionpayment.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, In the sum of $280 million (the "NCF Termination Fee") if event that this Agreement is terminated as follows: (x) by Broadbase under Section 11.1(a)(ii) or (y) by either Broadbase or Servicesoft under Section 11.1(a)(v), Servicesoft shall promptly, but in no event later than two days after the date of such termination, pay Broadbase a fee equal to $12.5 million in immediately available funds (the "SERVICESOFT TERMINATION FEE"); provided, however, that in the case of termination pursuant to Section 11.1(a)(ii), such payment shall be made only if (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; a person has publicly announced an Acquisition Proposal and (D2) if within twelve (12) nine months of following the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect toeither an Acquisition Transaction is consummated, or consummates, any Servicesoft enters into an agreement providing for an Acquisition Transaction, then NCF in which case such termination fee shall pay the remaining two-thirds be paid within two days of the NCF Termination Fee upon the date consummation of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIAcquisition Transaction. (b) The parties acknowledge In the event that this Agreement is terminated by Servicesoft under Section 11.1(a)(ii) or by either Broadbase or Servicesoft under Section 11.1(a)(vi), Broadbase shall promptly, but in no event later than two days after the agreements contained date of such termination, pay Servicesoft a fee equal to $12.5 million in this immediately available funds (the "BROADBASE TERMINATION FEE"); provided, however, that in the case of termination pursuant to Section 8.3 are an integral part 11.1(a)(ii), such payment shall be made only if (1) following the date of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, prior to the parties would not have entered into this Agreement. (c) For purposes termination of this Agreement, a person has publicly announced an Acquisition Proposal and (2) within nine months following the term "termination of this Agreement, either an Acquisition Transaction is consummated, or Broadbase enters into an agreement providing for an Acquisition Transaction" shall mean (i) the direct . If any principal or indirect acquisition, purchase or assumption of all or a substantial portion interest under any of the assets or deposits of NCFLoans contemplated by Section 7.12 remain outstanding, (iithen the Broadbase Termination Fee payable by Broadbase pursuant to this Section 11.4(b) shall be reduced by the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more amount of the outstanding shares of voting stock of NCFLoans owed by Servicesoft. In addition, in the event that (1) this Agreement is terminated by Broadbase or Servicesoft under Section 11.1(a)(vi) and (iii2) a mergereither (x) the Form S-4 and the Prospectus/Proxy Statement did not include, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders Section 7.5 of NCF immediately prior this Agreement, a statement to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.effect that Broadbase's

Termination Fee. (a) NCF CNB Financial shall pay STI, by wire transfer of immediately available funds, the sum to United Financial Bancorp a fee of $280 million 1,227,000 (the "NCF Termination “Fee"”) if this Agreement is terminated as follows: (1i) if STI shall terminate this Agreement is terminated by United Financial Bancorp pursuant to Section 8.1(g) or 8.1(h7.1(f), then NCF CNB Financial shall pay the NCF Termination Fee on the second business day following such termination;; or (2ii) if this Agreement is terminated by (A) either party shall terminate this Agreement pursuant to Section 8.1(d7.1(b) or (B) by United Financial Bancorp pursuant to Section 7.1(e) because the required NCF shareholder approval of CNB Financial’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in any such case an Acquisition Proposal with respect to CNB Financial shall not have been received and publicly announced or otherwise communicated or made known to CNB Financial’s Board of Directors (Bor any person shall have publicly announced, communicated or made known an intention to make an Acquisition Proposal) at any time after the date of this Agreement and at on or before prior to the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced Meeting, in the case of clause (A), or otherwise communicated to the Board date of Directors termination, in the case of NCF clause (a "Public Proposal") that has not been withdrawn prior to such dateB), then NCF CNB Financial shall pay one-(x) one third of the NCF Termination Fee to United Financial Bancorp on the second business day following such termination; termination and (y) if (C) within twelve (12) 12 months of the date of after such termination of this agreement, NCF or any of its Subsidiaries CNB Financial enters into any a definitive Agreement agreement with respect to, or consummates, any an Acquisition TransactionProposal, then NCF CNB Financial shall pay the remaining two-thirds remainder of the NCF Termination Fee on the date of such execution or consummation; and. (3b) if (A) either party shall terminate this Agreement Any amount that becomes payable pursuant to Section 8.1(c7.2(a) or STI shall terminate be paid by wire transfer of immediately available funds to an account designated by United Financial Bancorp in writing to CNB Financial. (c) CNB Financial acknowledges that the agreement contained in Section 7.2(a) is an integral part of the transactions contemplated by this Agreement pursuant to Section 8.1(e) or (f)Agreement, (B) at any time after the date of that without such agreement by CNB Financial, United Financial Bancorp would not have entered into this Agreement and before that such termination there shall have been amounts do not constitute a Public Proposal penalty. If CNB Financial fails to pay the amounts due under Section 7.2(a) with respect to NCF that has not been withdrawn prior to such terminationthe time periods specified, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF CNB Financial shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including reasonable legal fees and expenses) incurred by STI United Financial Bancorp in connection with any action or proceeding (action, including the filing of any lawsuit) , taken by it to collect payment of such unpaid amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing at during such time, period as published in the The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date actually received by STIof actual payment. (bd) The parties acknowledge that Notwithstanding anything to the agreements contrary contained in herein, CNB Financial shall be obligated, subject to the terms of this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty7.2, and that, without these agreements, the parties would not have entered into this Agreementto pay only one Fee. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, the sum of $280 million If (the "NCF Termination Fee"i) if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of a Qualifying Transaction is proposed or publicly disclosed, (ii) this Agreement is terminated by Buyer Parent or the NCF Termination Fee on the business day following such termination; Seller pursuant to Section 11.1(b) and (Diii) if concurrently with, or within twelve (12) months after any such termination, any Qualifying Transaction is consummated or the Seller or any of its Affiliates enters into any letter of intent, agreement in principle or contract with respect to a Qualifying Transaction, then the Seller shall pay to Buyer Parent a fee of $24,000,000 in cash, such payment to be made upon the earlier of entry into the letter of intent, agreement in principle or contract or agreement with respect to such Qualifying Transaction or the consummation of such Qualifying Transaction; provided, that if at the time of such payment the Merger Buyer is entitled to a payment from the Seller pursuant to Section 8.3(a) of the date Merger Transaction Agreement, then the Seller shall pay to Buyer Parent a fee of such $12,000,000 in cash. (b) If (i) prior to the termination of this Agreement, NCF an Alternate Superior Proposal is proposed or any of its Subsidiaries executes any definitive agreement with respect to, publicly disclosed and (ii) this Agreement is terminated by Buyer Parent or consummates, any Acquisition Transactionthe Seller pursuant to Sections 11.1(b) or 11.1(d), then NCF the Seller shall pay to Buyer Parent a fee of $24,000,000 in cash, such payment to be made promptly upon termination of this Agreement and in any event within two (2) Business Days after the remaining two-thirds termination of this Agreement. (c) If this Agreement is terminated by the Seller pursuant Section 11.1(h), then the Seller shall pay to Buyer Parent a fee of $12,000,000 in cash, such payment to be made concurrently with such termination. (d) If this Agreement is terminated by Buyer Parent pursuant to Section 11.1(j), then the Seller shall pay to Buyer Parent a fee of $12,000,000 in cash, such payment to be made promptly upon termination of this Agreement and in any event within two (2) Business Days after the termination of this Agreement. (e) If this Agreement is terminated by the Seller or Buyer Parent (i) pursuant to Section 11.1(i) and, prior thereto, the Merger Transaction Agreement was terminated by the Merger Buyer pursuant to Section 8.1(f) of the NCF Termination Fee upon Merger Transaction Agreement or (ii) pursuant to Section 11.1(b) and there had previously occurred a willful breach by the Seller of the Merger Transaction Agreement, then the Seller shall pay Buyer Parent a fee of $24,000,000 in cash, such payment to be made no later than two (2) Business Days after the date of termination of this Agreement. In the event that Buyer Parent receives the Seller Termination Fee pursuant to this Section 11.3(e) the receipt of such execution fee shall be deemed to be liquidated damages for any and all losses or consummationdamages suffered or incurred by Buyer Parent in connection with this Agreement (and the termination hereof); provided, that nothing in this Section 11.3(e) shall prohibit any payment required to be made pursuant to Section 11.3(f). (f) Unless a Seller Termination Fee is payable under Section 11.3(e), if this Agreement is terminated by the Seller or Buyer Parent pursuant to (i) Section 11.1(b) and at the time of such termination the only conditions that were not satisfied were Sections 9.3(f) or 9.3(g), and any other conditions that by their nature can only be satisfied at the Closing or (ii) Section 11.1(i), then the Seller shall reimburse Buyer Parent upon demand by wire transfer of immediately available funds to an account specified in writing by Buyer Parent for an amount equal to 120% of the aggregate amount of the Expenses of Buyer Parent; provided, however, that the Seller shall not be obligated to make a payment pursuant to this Section 11.3(f) in excess of $4,000,000 in the aggregate. (g) Notwithstanding anything in this Agreement to the contrary, in no event shall the Seller be required to pay a Seller Termination Fee pursuant to Sections 11.3(a), 11.3(b), 11.3(c), 11.3(d) or 11.3(e), on more than one occasion. If NCF Any such payment shall be reduced by any amounts as may be required to be deducted or withheld therefrom under the applicable Tax Law; provided, however, that prior to or on the date any such withholding is required, (A) Seller shall notify Buyer Parent as soon as reasonably practicable after notice of termination or entry into a Superior Proposal, as applicable, prior to the date withholding is required, (B) Seller and Buyer Parent shall use reasonable efforts to minimize any withholding Taxes, and (C) Buyer Parent may deliver properly completed and executed documentation prescribed by applicable Law as would permit such payment to be made without withholding or at a reduced rate of withholding. Buyer Parent and Seller each acknowledge that under current Law, no U.S. federal withholding Tax would be required with respect to the Termination Fee. (h) Each of the parties hereto acknowledges that the Seller Termination Fee and the other provisions of this Section 11.3 are an integral part of the transactions contemplated by this Agreement and that, without the Seller Termination Fee and such other provisions, Buyer Parent would not enter into this Agreement; accordingly, if the Seller fails to promptly pay all the amounts due pursuant to STI on Sections 11.3(a), 11.3(b), 11.3(c), 11.3(d), 11.3(e) or 11.3(f) and, in order to obtain such payment Buyer Parent commences a suit which results in a judgment against the dates specifiedSeller for any of the amounts set forth in Sections 11.3(a), 11.3(b), 11.3(c), 11.3(d), 11.3(e) or 11.3(f), then NCF the Seller shall pay all to Buyer Parent its costs and expenses (including legal fees and expensesattorneys’ fees) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amountssuit, together with interest on such unpaid all amounts due pursuant to Sections 11.3(a), 11.3(b), 11.3(c), 11.3(d), 11.3(e) or 11.3(f) at the prime lending rate prevailing at such time, as published of CBNA in effect on the Wall Street Journal, date plus 2% per annum from the date such amounts were required to be paid until the date actually received by STIBuyer Parent. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.

Termination Fee. (ai) NCF shall pay STI, by wire transfer of immediately available funds, In the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if event that (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI Buyer shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of Buyer shall terminate this Agreement pursuant to Section 8.1(f) and before within twelve months after such termination there termination, Seller shall have been enter into a Public Proposal definitive agreement with respect to NCF that has not been withdrawn any Acquisition Transaction or any Seller Acquisition shall be consummated, or (C) this Agreement shall be terminated pursuant to Section 8.1(b) or Section 8.1(d) and (1) at or prior to such termination, there shall exist or have been proposed an Acquisition Proposal, and (C2) following within twelve months after such termination, Seller shall enter into a definitive agreement with respect to any Acquisition Transaction or an Acquisition Transaction shall be consummated, then, in the occurrence case of (A), within one business day after the date of such Public Proposaltermination, NCF shall have intentionally breached and in the case of (and not cured after notice thereofB) any of its representationsor (C), warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to upon the failure of the Effective Time earlier to occur of (x) one business day after the entering into of a definitive agreement with respect to any Acquisition Transaction and (y) immediately prior to the termination consummation of a Acquisition Transaction, Seller shall pay to Buyer an amount in cash equal to $1.0 million (the “Termination Fee”). Notwithstanding the foregoing, (i) Buyer shall not be entitled to the Termination Fee in the event that Buyer shall have previously received the Prepayment Fee (as defined in the Loan Facility), and (ii) upon receipt of the Termination Fee, Buyer shall waive any right to the Prepayment Fee. Notwithstanding the foregoing, the parties acknowledge that the Termination Fee does not represent a liquidated damage amount for any breach by Seller of any provision of this Agreement, then NCF and shall pay one-third be payable in addition to and irrespective of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date any amount otherwise recoverable by Buyer under this Agreement or otherwise by reason of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIbreach. (bii) The parties acknowledge Seller acknowledges that the agreements contained in this Section 8.3 9.10(b) are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, without these agreements, the parties Buyer would not have entered enter into this Agreement. (c; accordingly, if the Seller fails to pay in a timely manner the amounts due pursuant to this Section 9.10(b) For purposes of and, in order to obtain such payment, Buyer makes a claim that results in a judgment against the Seller for the amounts set forth in this AgreementSection 9.10(b), the term "Acquisition Transaction" Seller shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership pay to Buyer its costs and expenses (including by way reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 9.10(b) at the prime rate of merger, consolidation, share exchange or otherwise) Bank of 20% or more of America N.A. in effect on the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant date such payment was required to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionbe made.

Termination Fee. (a) NCF SSE shall pay STI, by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee") to NVSL a fee if this Agreement is terminated as follows: (1i) if STI shall terminate this Agreement is terminated by NVSL pursuant to Section 8.1(g) or 8.1(h7.1(f), then NCF so long as at the time of such termination NVSL is not in material breach of any representation, warranty or material covenant contained herein, SSE shall pay make payment to NVSL of a termination fee in the NCF Termination Fee on the business day following such termination;amount of $900,000; and (2ii) if this Agreement is terminated by (A) either party shall terminate this Agreement pursuant to Section 8.1(d7.1(b) or (B) by NVSL pursuant to Section 7.1(e) because of SSE’s breach of any representation, warranty, covenant or agreement under this Agreement, and in the required NCF shareholder approval case of (A) or (B) an Acquisition Proposal with respect to SSE shall not have been received and publicly announced or otherwise communicated or made known to SSE’s Board of Directors (Bor any person shall have publicly announced, communicated or made known to SSE’s Board of Directors an intention to make an Acquisition Proposal) at any time after the date of this Agreement and at on or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced Stockholders Meeting, in the case of clause (A), or otherwise communicated to the Board date of Directors termination, in the case of NCF clause (a "Public Proposal") that has not been withdrawn prior to such dateB), then NCF SSE shall pay one-third of the NCF Termination Fee (x) $450,000 to NVSL on the second business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (Dy) if within twelve (12) 12 months of the date of after such termination of this Agreement, NCF or any of its Subsidiaries executes any SSE enters into a definitive agreement with respect to, or consummates, any an Acquisition TransactionProposal, then NCF SSE shall pay the remaining two-thirds of the NCF Termination Fee upon $450,000 on the date of such execution or consummation. Notwithstanding anything to the contrary contained herein, SSE shall not be obligated to pay aggregate termination fees in excess of $900,000 pursuant to this Section 7.2(a). (b) If NCF this Agreement is terminated by either party pursuant to Section 7.1(d) because the condition set forth in Section 6.1(g) shall not have been satisfied, then in order to reimburse SSE for its expenses, including the fees and expenses of lawyers, accountants and investment bankers, in connection with the termination of the transactions contemplated by this Agreement: (i) NVSL shall pay to SSE a termination fee of $900,000 if the failure to satisfy the condition set forth in Section 6.1(g) results from NVSL MHC’s election not to consummate the Conversion after having received the approval, consent or waiver of each Governmental Entity and satisfied all other conditions precedent required to consummate the Conversion; or (ii) NVSL shall pay to SSE a termination fee of $350,000 if the failure to satisfy the condition set forth in Section 6.1(g) results from any other reason. (iii) Notwithstanding anything to the contrary contained herein, NVSL shall not be obligated to pay aggregate termination fees in excess of $900,000 pursuant to this Section 7.2(b). (c) Any fee payable pursuant to this Section 7.2 shall be made by wire transfer of immediately available funds within two days after notice of demand for payment. (d) The parties acknowledge that the agreements contained in Section 7.2(a)and (b) are an integral part of the transactions contemplated by this Agreement, that without such agreements the parties would not have entered into this Agreement and that such amounts do not constitute a penalty. If either party fails to pay all the amounts due to STI on by them under Section 7.2(a) or (b) within the dates time periods specified, then NCF such party shall pay all the costs and expenses (including reasonable legal fees and expenses) incurred by STI the other party in connection with any action or proceeding (action, including the filing of any lawsuit) , taken by it to collect payment of such unpaid amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing at during such time, period as published in the The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date actually received by STIof actual payment. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.

Termination Fee. (a) NCF shall Seller will pay STI, by wire transfer of immediately available funds, the sum of $280 million Buyer a fee (the "NCF Termination Fee") if this Agreement is terminated as follows: (1i) $20,000,000, if STI shall terminate (i) Buyer terminates this Agreement pursuant to Section 8.1(g8.1(f) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2ii) if (A) either party shall terminate this Agreement is terminated pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date8.1(g), then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) in each case payable within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and three (3) if Business Days of such termination. (Aii) either party shall terminate $20,000,000, if, after an Acquisition Proposal has been made or an Acquisition Event has occurred, this Agreement pursuant is terminated (other than as a Sell- Side Termination (as defined below)), and within one year after such termination an Acquisition Transaction (as defined below) occurs, as long as such Acquisition Transaction has the effect of transferring, directly or indirectly, a material portion of, any of the Business, the aggregate assets of the Companies and the Company Subsidiaries, or the Shares, which fee shall be payable immediately upon such occurrence. (iii) $5,000,000, if no Acquisition Proposal has been made and no Acquisition Event has occurred prior to Section 8.1(cthis Agreement being terminated, this Agreement is terminated (other than as a Sell-Side Termination) and within one year after such termination, in each case, an Acquisition Transaction occurs, as long as such Acquisition Transaction has the effect of transferring, directly or STI indirectly, a material portion of, any of the Business, the aggregate assets of the Companies and the Company Subsidiaries, or the Shares, which fee shall terminate be payable immediately upon such occurrence. It is understood that Seller shall not be required to pay Buyer under more than one of Subsections 8.3(a) (i), 8.3(a)(ii) and 8.3(a)(iii). (b) Seller will also reimburse Buyer for Buyer's actual out-of-pocket expenses incurred in connection with this Agreement upon receipt of reasonable supporting documentation and the transactions contemplated hereby, up to a maximum of $3,000,000, such reimbursement being due upon termination of this Agreement pursuant to Section 8.1(e). The amount of reimbursement will be credited against any fee that becomes payable pursuant to Subsections (a)(i), (a)(ii) or (fa)(iii), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (c) For purposes of this AgreementSection 8.3, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.definitions apply:

Termination Fee. (a) NCF In recognition of the efforts, expenses and other opportunities foregone by Purchaser while structuring and pursuing the Merger, the Company shall pay STI, to Purchaser by wire transfer of immediately available funds, the sum of funds a termination fee equal to $280 million 7,400,000 (the "NCF “Termination Fee") if this Agreement is terminated as follows:”): (1i) if STI shall terminate in the event the Company terminates this Agreement pursuant to Section 8.1(g) or 8.1(h7.1(f), then NCF in which case the Company shall pay the NCF Termination Fee on at or prior to the business day following time of such termination;, and (2ii) if (A) either party shall terminate in the event Purchaser terminates this Agreement pursuant to Section 8.1(d7.1(g), in which case Company shall pay the Termination Fee as promptly as practicable (but in any event within three (3) because Business Days of termination). (b) In the required NCF shareholder approval event that (A) (i) an Acquisition Proposal, whether or not conditional, shall not have been received and (B) at any time publicly announced after the date of this Agreement and at (or before any Person shall have, after the date of this Agreement, publicly announced an intention, whether or not conditional, to make an Acquisition Proposal) or (ii) the board of directors of the Company has made a Change in Recommendation (or publicly proposed to make a Change in Recommendation), prior to or on the date of the NCF Shareholders Company Stockholder Meeting a bona fide Acquisition Transaction shall have been publicly announced (including any adjournment or otherwise communicated postponement at which the vote on the Merger is held), (B) this Agreement is thereafter terminated by either Purchaser or Company pursuant to Section 7.1(b), by the Board Company pursuant to Section 7.1(d), or by Purchaser pursuant to Section 7.1(e), provided that the breach of Directors of NCF (a "Public Proposal") that has not been withdrawn prior the Company giving rise to such datetermination was knowing or intentional and, then NCF shall pay one-third at the time of the NCF Termination Fee on the business day following such termination; , Purchaser is not in material breach of any representation, warranty or material covenant contained herein, and if (C) within twelve (12) months of following the date of such termination of this agreementtermination, NCF or any of its Subsidiaries the Company enters into any a definitive Agreement agreement with respect to, or consummates, to any Acquisition Transaction, the board of directors of the Company recommends any Acquisition Transaction or Company consummates any Acquisition Transaction (whether or not such Acquisition Transaction resulted from or was related to the Acquisition Proposal referred to in the foregoing clause (A)(i), if applicable), then NCF the Company shall pay Purchaser the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this AgreementFee, which breach amount shall have materially contributed to the failure be payable by wire transfer of the Effective Time to occur immediately available funds on or prior to the termination of this Agreement, then NCF shall pay one-third earlier of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any Company entering into a definitive agreement with respect to, for or consummates, any consummating such Acquisition Transaction, then NCF shall pay the remaining two-thirds provided, however, that for purposes of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay this clause (C), all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published references in the Wall Street Journal, from the date such amounts were required definition of “Acquisition Transaction” to be paid until the date actually received by STI“20% or more” shall instead refer to “50% or more”. (bc) The parties acknowledge Company and Purchaser each agree that the agreements contained in this Section 8.3 7.2 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, without these agreements, the parties Purchaser would not have entered enter into this Agreement; accordingly, if the Company fails promptly to pay any amounts due under this Section 7.2 and, in order to obtain such payment, Purchaser commences a suit that results in a judgment against the Company for such amounts, the Company shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (x) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication), designated therein as the prime rate on the date such payment was due, plus 200 basis points, together with the costs and expenses of Purchaser (including reasonable legal fees and expenses) in connection with the suit. (cd) For purposes of Notwithstanding anything to the contrary set forth in this Agreement, if the term "Acquisition Transaction" shall mean Company pays or causes to be paid to Purchaser or to Berkshire Bank the Termination Fee, neither the Company nor Savings Institute Bank and Trust Company (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion any successor in interest of the assets Company or deposits Savings Institute Bank and Trust Company) nor any of NCFtheir officers, (ii) directors or Affiliates will have any further obligations or liabilities to Purchaser or Berkshire Bank with respect to this Agreement or the acquisition transactions contemplated by any person this Agreement and, except in the case of direct fraud or indirect beneficial ownership (including by way of mergerwillful misconduct, consolidation, share exchange or otherwise) of 20% or more payment of the outstanding shares Termination Fee shall be the sole remedy of voting stock Purchaser in the event of NCF, or termination of this Agreement on the bases specified in Sections 7.2(a) and (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionb).

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate If Parent terminates this Agreement pursuant to Section 8.1(g9.1(e) of this Agreement or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate Cornerstone terminates this Agreement pursuant to Section 8.1(d9.1(f) because of this Agreement, then Cornerstone shall, on the required NCF shareholder approval date of termination, pay to Parent the sum of $950,000 prior to such termination or abandonment of this Agreement pursuant to Section 9.1 (the “Termination Fee”). The Termination Fee shall not be paid to Parent in same day funds. Cornerstone hereby waives any right to set-off or counterclaim against such amount. (b) In the event that (i) an Acquisition Proposal with respect to Cornerstone shall have been received and communicated to or otherwise made known to the shareholders, senior management or Board of Directors of Cornerstone, or any Person shall have publicly announced an intention (Bwhether or not conditional) at any time to make an Acquisition Proposal with respect to Cornerstone after the date of this Agreement, (ii) thereafter this Agreement and at is terminated (A) by Cornerstone or before Parent pursuant to Section 9.1(d) (if the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that Requisite Cornerstone Shareholder Vote has not theretofore been withdrawn prior obtained), (B) by Parent pursuant to such dateSection 9.1(b), then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if or (C) within by Cornerstone or Parent pursuant to Section 9.1(c)(iii), and (iii) prior to the date that is twelve (12) months of after the date of such termination of this agreementtermination, NCF Cornerstone consummates an Acquisition Transaction or any of its Subsidiaries enters into any definitive an Acquisition Agreement with respect to, or consummates, any Acquisition Transactionthat is ultimately consummated, then NCF Cornerstone shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f)an Acquisition Transaction is consummated, (B) at any time after the date of this Agreement and before such termination there shall have been pay Parent a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed fee equal to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business in same day following funds. Cornerstone hereby waives any right to set-off or counterclaim against such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIamount. (bc) The parties Parties acknowledge that the agreements contained in this Section 8.3 Article 9 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, that without these agreements, the parties Parent would not have entered enter into this Agreement. ; accordingly, if Cornerstone fails to pay promptly any fee payable by it pursuant to this Section 9.3, then Cornerstone shall pay to Parent its reasonable costs and expenses (cincluding reasonable attorneys’ fees) For purposes of this Agreementin connection with collecting such Termination Fee, together with interest on the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion amount of the assets or deposits fee at the prime annual rate of NCF, interest (iias published in The Wall Street Journal) plus 2% as the acquisition by any person same is in effect from time to time from the date such payment was due under this Agreement until the date of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionpayment.

Termination Fee. To compensate BFST for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by BFST, ▇▇▇▇▇▇▇ and BFST agree as follows: (a) NCF shall pay STIProvided that BFST is not in material breach of any covenant or obligation under this Agreement (which breach has not been cured within thirty (30) days following receipt of written notice thereof by Oakwood specifying in reasonable detail the basis of such alleged breach), by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as followsby: (1i) if STI shall terminate this Agreement pursuant to Oakwood under the provisions of Section 8.1(g) or 8.1(h9.1(e), then NCF Oakwood shall pay to BFST in immediately available funds the NCF sum of $3,503,010.41 (the “Termination Fee on the business day following such terminationFee”); (2ii) if BFST under the provisions of Section 9.1(f), then Oakwood shall pay to BFST the Termination Fee in immediately available funds; (Aiii) either party shall terminate this Agreement pursuant to BFST or Oakwood under the provisions of Section 8.1(d9.1(a)(iii), if, at the time of termination, the Registration Statement has been declared effective for at least twenty-five (25) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn Business Days prior to such datetermination and Oakwood shall have failed to call, give notice of, convene and hold Oakwood Shareholder Meeting in accordance with Section 5.1, then NCF Oakwood shall pay one-third of to BFST the NCF Termination Fee on in immediately available funds; (iv) either BFST or Oakwood under the business day following provisions of Section 9.1(a)(iv), if, at the time of termination, there exists an Acquisition Proposal with respect to Oakwood, then Oakwood shall pay to BFST the Termination Fee in immediately available funds; or (v) either BFST or Oakwood under the provisions of Section 9.1(a)(iii), if, at such time, the Oakwood Shareholder Approval has not occurred and if, at the time of termination; , there exists an Acquisition Proposal with respect to Oakwood and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, Oakwood enters into an Acquisition Agreement with any Person with respect to such Acquisition Proposal, then NCF Oakwood shall pay one-third of to BFST the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIimmediately available funds. (b) The parties acknowledge that payment of the agreements contained Termination Fee shall be BFST’s sole and exclusive remedy with respect to termination of this Agreement as set forth in this Section 8.3 are an integral part 9.3. For the avoidance of doubt, in no event shall the transactions contemplated by Termination Fee under the circumstances described in this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this AgreementSection 9.3 be payable on more than one occasion. (c) For purposes Any payment required by this Section 9.3 shall become payable within two (2) Business Days after receipt by the non-terminating party of written notice of termination of this Agreement; provided, however, that if the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion payment of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction Termination Fee is required pursuant to which persons who are shareholders Section 9.3(a)(v) then such payment shall become payable on or before the second (2nd) Business Day following the execution by ▇▇▇▇▇▇▇ of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionan Acquisition Agreement.

Termination Fee. (a) NCF If Seller terminates this Agreement pursuant to Section 9.1(c) (Purchaser Change of Recommendation), then Purchaser shall pay STI, Seller the Termination Fee in cash by wire transfer of immediately available funds, the sum funds to an account designated by Seller no later than three (3) Business Days after notice of $280 million (the "NCF Termination Fee") if termination of this Agreement is terminated as follows:Agreement. (1b) if STI shall terminate If either Seller or Purchaser terminates this Agreement pursuant to Section 8.1(g9.1(b)(iv) or 8.1(h)(Failure to Obtain Purchaser Stockholder Approval) and Seller is not otherwise entitled to receive the Termination Fee pursuant to this Section 9.3, then NCF Purchaser shall pay Seller an amount equal to the NCF Termination Fee on the business day following such termination;Seller Expenses, in each case, no later than three (3) Business Days after notice of termination of this Agreement. (2c) if If (i) (A) either party shall terminate Purchaser or Seller terminates this Agreement pursuant to Section 8.1(d9.1(b)(iv) because the required NCF shareholder approval shall not have been received (Failure to Obtain Purchaser Stockholder Approval) and (B) at any time after the date of this Agreement and at on or before the date of the NCF Shareholders Purchaser Stockholder Meeting a bona fide Acquisition Transaction Purchaser Competing Proposal shall have been publicly announced or publicly disclosed and not been publicly withdrawn without qualification prior to the Purchaser Stockholder Meeting or (B) Seller terminates this Agreement pursuant to Section 9.1(b)(iii) (Terminable Breach) and following the Execution Date and on or before the date of any such termination a Purchaser Competing Proposal shall have been announced, disclosed or otherwise communicated to the Purchaser Board of Directors of NCF (a "Public Proposal") that has and not been withdrawn without qualification prior to such date, then NCF shall pay one-third the date of the NCF Termination Fee on the business day following such termination; , and if (Ciii) within twelve (12) months of after the date of such termination of this agreementtermination, NCF or any of its Subsidiaries Purchaser enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect toto a Purchaser Competing Proposal or consummates a Purchaser Competing Proposal, or consummatesthen Purchaser shall pay Seller the Termination Fee less the Seller Expenses if the Seller Expenses were paid by Purchaser pursuant to Section 9.3(b). For purposes of this Section 9.3(c), any Acquisition Transactionreference in the definition of Purchaser Competing Proposal to “20%” shall be deemed to be a reference to “more than 50%.” (d) In no event shall Seller be entitled to receive more than one payment of the Termination Fee or more than one payment of Seller Expenses. If Seller receives the Termination Fee, then NCF shall pay the remaining two-thirds Seller will not be entitled to also receive a payment of the NCF Termination Fee upon the date of such execution or consummationSeller Expenses. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties acknowledge Parties agree that the agreements contained in this Section 8.3 9.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyTransactions, and that, without these agreements, the parties Parties would not have entered enter into this Agreement. If Purchaser fails to promptly pay the amount due by it pursuant to this Section 9.3, interest shall accrue on such amount from the date such payment was required to be paid pursuant to the terms of this Agreement until the date of payment at the rate of 8% per annum. If, in order to obtain such payment, Seller commences a Proceeding that results in judgment for Seller for such amount, Purchaser shall pay Seller its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Proceeding. (ce) For purposes The Parties agree that the monetary remedies set forth in this Section 9.3 and specific performance remedies set forth in Section 11.10 shall be the sole and exclusive remedies of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct Seller against Purchaser and any of its respective former, current or indirect acquisitionfuture directors, purchase officers, shareholders, Representatives or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by Affiliates for any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, loss suffered as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) failure of the Exchange ActTransactions to be consummated except in the case of intentional fraud or a Willful and Material Breach of any covenant, agreement or obligation (in which case only Purchaser shall be liable for damages for such intentional fraud or Willful and Material Breach), and upon payment of such amount, none of Purchaser or any of its former, current or future directors, officers, shareholders, Representatives or Affiliates shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, except for the liability of Purchaser in the case of intentional fraud or a Willful and Material Breach of any covenant, agreement or obligation; and (ii) holds 20% Purchaser against Seller and any of its former, current or more future directors, officers, shareholders, Representatives or Affiliates for any loss suffered as a result of the voting stock failure of the surviving entity Transactions to be consummated except in the case of intentional fraud or a Willful and Material Breach of any covenant, agreement or obligation (in which case only Seller shall be liable for damages for such intentional fraud or parent thereof) immediately following consummation Willful and Material Breach), and upon payment of such transactionamount, none of Seller or any of its former, current or future directors, officers, shareholders, Representatives or Affiliates shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, except for the liability of Seller in the case of intentional fraud or a Willful and Material Breach of any covenant, agreement or obligation.

Termination Fee. If this Reorganization Agreement is terminated: 1. by CFC (a) NCF shall pay STI, by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee"i) if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after prior to the date of this Agreement and at or before the date of the NCF AFC Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to Meeting, the Board of Directors of NCF (AFC shall have failed to recommend the Merger to the holders of AFC Common Stock, withdrawn such recommendation or modified or changed such recommendation in a "Public Proposal") that has not been withdrawn prior manner adverse in any respect to such date, then NCF shall pay one-third the interests of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect toCFC, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct because a tender offer or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of offer for 20% or more of the outstanding shares of voting stock AFC Common Stock is commenced (other than by CFC) and the Board of NCFAFC recommends that the stockholders of AFC tender their shares in such tender or exchange offer or otherwise fails to recommend that such stockholders reject such tender offer or exchange offer within ten business days after the commencement thereof; 2. by AFC or CFC because of a failure to obtain the required approval of the stockholders of AFC after an Acquisition Proposal for AFC shall have been publicly disclosed, or any Person shall have publicly disclosed an intention (iiiwhether or not conditional) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction to make an Acquisition Proposal; or 3. by CFC pursuant to which persons who are shareholders of NCF immediately Section 9.1(c) if the breach by AFC giving rise to such termination was willful and, at or prior to such transaction own 60% termination, an Acquisition Proposal shall have been made known to AFC or more any of its subsidiaries or shall have been publicly disclosed to AFC's stockholders or any Person shall have made known to AFC or any of its subsidiaries or otherwise publicly disclosed an intention (whether or not conditional) to make an Acquisition Proposal and regardless of whether such Acquisition Proposal shall have been rejected by AFC or withdrawn prior to the voting stock of the surviving entity (or parent thereof) immediately after consummation time of such transaction andtermination, as then, in such case, AFC shall pay to CFC a result termination fee of such transaction$10.5 million (the "Termination Fee"). Any Termination Fee that becomes payable pursuant to this Section shall be paid promptly following the receipt of a written request for Termination Fee to AFC from CFC. Notwithstanding the foregoing, in no person or group (within event shall AFC be obligated to pay any Termination Fee if AFC shall be entitled to terminate this Reorganization Agreement pursuant to Section 9.1(c) due to a breach by CFC prior to the meaning receipt by AFC of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionan Acquisition Proposal.

Termination Fee. (a) NCF NAL shall pay STIto FNFG, by wire transfer of immediately available funds, the sum of $280 million 60,000,000 (the "NCF “Termination Fee"”) if this Agreement is terminated as follows: (1) if STI in the event that FNFG shall terminate this Agreement pursuant to Section 8.1(g8.01(c)(1)(A) or 8.1(h(B), then NCF NAL shall pay to FNFG the NCF Termination Fee on no later than the second business day following such termination;; or (2) if in the event that (A) either party FNFG shall terminate this Agreement pursuant to Section 8.1(d8.01(b) because the required NCF shareholder approval or Section 8.01(c)(1)(C) or either of FNFG or NAL shall not have been received terminate this Agreement pursuant to Section 8.01(d), and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting prior to such termination, a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has NAL shall have been made public and not been withdrawn prior to such terminationor abandoned, and (C) following the occurrence announcement of such Public Acquisition Proposal, NCF NAL shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which then NAL shall pay to FNFG the Termination Fee (x) if such breach shall have materially contributed to was other than one described in the failure of the Effective Time to occur prior to the termination succeeding clause (y) of this Agreementsentence, then NCF and only if an Acquisition Proposal with respect to NAL is consummated, or a definitive agreement is entered into by NAL with respect to an Acquisition Proposal with respect to NAL, within 15 months from the date of such termination, no later than the fifth business day after such Acquisition Proposal is consummated, or (y) if such breach was a knowing, intentional, willful or material breach of Sections 6.01, 6.02(a), 6.03(a), 6.06(a), 6.08 or 6.10, on the second business day immediately following such termination. (b) In the event that NAL shall terminate this Agreement pursuant to Section 8.01(c)(2), FNFG shall pay one-third of to NAL the NCF Termination Fee on by wire transfer of immediately available funds no later than the second business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (bc) The parties NAL and FNFG acknowledge that the agreements contained in this Section 8.3 8.03 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, without these agreements, the parties neither party would not have entered enter into this Agreement. . The amounts payable by NAL and FNFG pursuant to Section 8.03(a) and (cb) For purposes hereof constitute liquidated damages and not a penalty and shall be the sole monetary remedy of such party in the event of termination of this AgreementAgreement on the bases specified in such section. In the event that either party fails to pay when due any amounts payable under this Section 8.03, then (1) such party shall reimburse the term "Acquisition Transaction" other party for all costs and expenses (including disbursements and reasonable fees of counsel) incurred in connection with the collection of such overdue amount, and (2) such party shall mean pay to the other party interest on such overdue amount (i) for the direct or indirect acquisition, purchase or assumption of all or a substantial portion period commencing as of the assets or deposits of NCF, (iidate that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid in full) at a rate per annum equal to the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of prime rate published in The Wall Street Journal on the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant date such payment was required to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionbe made.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate If FBNC terminates this Agreement pursuant to Section 8.1(g9.1(e) of this Agreement or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate CLBH terminates this Agreement pursuant to Section 8.1(d9.1(f) because of this Agreement, then CLBH shall, on the required NCF shareholder approval date of termination, pay to FBNC the sum of $3,500,000 (the “Termination Fee”). The Termination Fee shall not be paid to FBNC in same day funds. CLBH hereby waives any right to set-off or counterclaim against such amount. (b) In the event that (i) an Acquisition Proposal with respect to CLBH shall have been received and communicated to or otherwise made known to the shareholders, senior management or board of directors of CLBH, or any Person shall have publicly announced an intention (Bwhether or not conditional) at any time to make an Acquisition Proposal with respect to CLBH after the date of this Agreement, (ii) thereafter this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if is terminated (A) either party shall terminate this Agreement by CLBH or FBNC pursuant to Section 8.1(c9.1(d) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (fonly if the Requisite CLBH Shareholder Approval has not theretofore been obtained), (B) at any time by FBNC pursuant to Section 9.1(b), or (C) by CLBH or FBNC pursuant to Section 9.1(c)(iii), and (iii) prior to the date that is 12 months after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants CLBH consummates an Acquisition Transaction or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this enters into an Acquisition Agreement, then NCF CLBH shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months earlier of the date of such termination of this Agreement, NCF an Acquisition Transaction is consummated or any of its Subsidiaries executes any definitive agreement with respect tosuch Acquisition Agreement is entered into, or consummatesas applicable, any Acquisition Transaction, then NCF shall pay FBNC a fee equal to the remaining two-thirds of the NCF Termination Fee upon in same day funds. For the date avoidance of doubt, FBNC shall be entitled to no more than one Termination Fee. CLBH hereby waives any right to set-off or counterclaim against such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIamount. (bc) The parties Parties acknowledge that the agreements contained in this Section 8.3 Article 9 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, that without these agreements, the parties they would not have entered enter into this Agreement. ; accordingly, if CLBH fails to pay promptly any fee payable by it pursuant to this Section 9.3, then CLBH shall pay to FBNC its reasonable costs and expenses (cincluding reasonable attorneys’ fees) For purposes of this Agreementin connection with collecting such Termination Fee, together with interest on the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion amount of the assets or deposits fee at the prime annual rate of NCF, interest (iias published in The Wall Street Journal) plus 2% as the acquisition by any person same is in effect from time to time from the date such payment was due under this Agreement until the date of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionpayment.

Termination Fee. (a) NCF If, but only if, the Agreement is terminated: (i) (A) by either the Company or Parent pursuant to Section 8.1(b)(iii) as a result of the failure to obtain the Company Stockholder Approval when the Parent Stockholder Approval shall pay STIhave been obtained and the Company Board shall not have made a Company Adverse Recommendation Change, then the Company shall pay, or cause to be paid, to Parent Parent’s Expense Amount (by wire transfer of same day funds to an account designated by Parent) within two (2) Business Days of such termination or (B) by either the Company or Parent pursuant to Section 8.1(b)(iii) as a result of the failure to obtain the Parent Stockholder Approval when the Company Stockholder Approval shall have been obtained and the Parent Board shall not have made a Parent Adverse Recommendation Change, then Parent shall pay, or cause to be paid, to the Company the Company’s Expense Amount (by wire transfer of same day funds to an account designated by the Company) within two (2) Business Days of such termination; or (ii) (A) by either the Company or Parent pursuant to Section 8.1(b)(iii) as a result of the failure to obtain the Company Stockholder Approval when (x) the Parent Stockholder Approval shall have been obtained, and (y) the Company Board shall have made a Company Adverse Recommendation Change in circumstances not involving or relating to a Company Acquisition Proposal, then the Company shall pay, or cause to be paid, to Parent the Termination Fee and, solely to the extent not previously paid pursuant to Section 8.3(a)(i), Parent’s Expense Amount (in each case by wire transfer of same day funds to an account designated by Parent) within two (2) Business Days of such termination, or (B) by either the Company or Parent pursuant to Section 8.1(b)(iii) as a result of the failure to obtain the Parent Stockholder Approval when (x) the Company Stockholder Approval shall have been obtained, and (y) the Parent Board shall have made a Parent Adverse Recommendation Change, then Parent shall pay, or cause to be paid, to the Company the Termination Fee and, solely to the extent not previously paid pursuant to Section 8.3(a)(i), the Company’s Expense Amount (in each case by wire transfer of same day funds to an account designated by the Company) within two (2) Business Days of such termination; or (iii) (A) by the Company pursuant to Section 8.1(c)(i), Parent shall pay, or cause to be paid, to the Company the Company’s Expense Amount (by wire transfer to an account designated by the Company) within two (2) Business Days of such termination, or (B) by Parent pursuant to Section 8.1(d)(i), the Company shall pay, or cause to be paid, to Parent the Parent’s Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination; or (iv) by the Company pursuant to Section 8.1(c)(ii) or by Parent pursuant to Section 8.1(d)(ii)(y), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Parent’s Expense Amount, by wire transfer of immediately available fundssame day funds to an account designated by Parent, the sum within two (2) Business Days of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows:such termination. (1v) if STI shall terminate this Agreement (A) by the Company pursuant to Section 8.1(g) or 8.1(h8.1(c)(iii), then NCF Parent shall pay pay, or cause to be paid, to the NCF Termination Fee on Company the business day following such termination; Company’s Expense Amount (by wire transfer to an account designated by the Company) within two (2) if Business Days of such termination, or (B) by Parent pursuant to Section 8.1(d)(ii)(x), the Company shall pay, or cause to be paid, to Parent Parent’s Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination; or (vi) (A) by either party shall terminate this Agreement the Company or Parent pursuant to (x) Section 8.1(d8.1(b)(i) because or (y) Section 8.1(b)(iii), as a result of the required NCF shareholder approval shall not have been received failure to obtain the Company Stockholder Approval, and (B) at any time the Company (x) receives or has received a Company Acquisition Proposal after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have Agreement, which proposal has been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that and has not been withdrawn either (I) at or prior to such date, then NCF shall pay one-third the time of the NCF Termination Fee on Company Stockholder Meeting (with respect to a termination under Section 8.1(b)(iii)) or (II) otherwise prior to the business day following such termination; termination of this Agreement (including if there has been no Company Stockholder Meeting), and if (Cy) within twelve (12) months of after the date of such termination of this agreementAgreement, NCF consummates a transaction regarding, or any of its Subsidiaries enters into any executes a definitive Agreement agreement which is later consummated with respect to, or consummates, any Company Acquisition TransactionProposal, then NCF the Company shall pay pay, or cause to be paid, to Parent the remaining two-thirds of the NCF Termination Fee on plus, if not previously paid pursuant to Section 8.3(a)(i), Parent’s Expense Amount, by wire transfer of same day funds to an account designated by Parent, not later than the second Business Day following the date of the consummation of such execution or consummationtransaction arising from any such Company Acquisition Proposal; andor (3vii) if (A) either party shall terminate this Agreement by Parent pursuant to (x) Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e8.1(d)(i) or (fy) Section 8.1(d)(ii)(x), and (B) at any time the Company (x) receives or has received a Company Acquisition Proposal after the date of this Agreement Agreement, which proposal has been publicly announced and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to the termination of this Agreement (and/or, solely in the case of a termination by Parent under Section 8.1(d)(i), that was otherwise communicated to the Board during such terminationperiod whether or not publicly disclosed), and (Cy) within twelve (12) months after the termination of this Agreement, consummates a transaction regarding, or executes a definitive agreement which is later consummated with respect to, any Company Acquisition Proposal, then the Company shall pay, or cause to be paid, to Parent the Termination Fee, by wire transfer of same day funds to an account designated by Parent, not later than the second Business Day following the occurrence date of the consummation of such Public Proposal, NCF transaction arising from such Company Acquisition Proposal (it being understood that Parent’s Expense Amount shall have intentionally breached already been paid by Company to Parent pursuant to Section 8.3(a)(iii) or Section 8.3(a)(v), as applicable). (and not cured after notice thereofb) any of its representations, warranties, covenants or agreements Notwithstanding anything to the contrary set forth in this Agreement, which breach the parties agree that: (i) under no circumstances shall have materially contributed the Company or Parent be required to pay the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from the business day following such terminationparty entitled to payment; and and (Dii) if within twelve (12) months of under no circumstances shall either the date of such termination of this Agreement, NCF Company or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall Parent be required to pay either the remaining two-thirds of the NCF Termination Fee upon or the date of such execution or consummation. If NCF fails to pay all amounts due to STI other party’s Expense Amount on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STImore than one occasion. (bc) The Each of the parties acknowledge hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and Agreement, (ii) the Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company or Parent, as the case may be, in the circumstances in which such fee is payable for the efforts and thatresources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not have entered enter into this Agreement; accordingly, if the Company or Parent, as the case may be, fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, either the Company or Parent, as the case may be, commences a suit that results in a judgment against the other party for the payment of any amount set forth in this Section 8.3, such paying party shall pay the other party its costs and Expenses in connection with such suit, together with interest on such amount at the annual rate of ten percent (10%) for the period from the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law. (cd) For purposes If the Company is required to pay Parent a Termination Payment, such Termination Payment shall be paid into escrow on the date such payment is required to be paid by the Company pursuant to this Agreement by wire transfer of immediately available funds to an escrow account designated in accordance with this AgreementSection 8.3(d). In the event that the Company is obligated to pay Parent a Termination Payment, the term "Acquisition Transaction" amount payable to Parent in any tax year of Parent shall mean not exceed the lesser of (i) the direct Termination Payment, and (ii) the sum of (A) the maximum amount that can be paid to Parent without causing such party to fail to meet the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or indirect acquisition856(c)(3) of the Code (“Qualifying Income”), purchase and Parent has income from unknown sources during such year in an amount equal to 1% of its gross income which is not Qualifying Income (in addition to any known or assumption anticipated income which is not Qualifying Income), in each case as determined by Parent’s independent accountants, plus (B) in the event Parent receives either (x) a letter from Parent’s counsel indicating that Parent has received a ruling from the IRS as described in Section 8.3(e) or (y) an opinion from its outside counsel as described in Section 8.3(e), an amount equal to the excess of all the Termination Payment less the amount payable under clause (A) above. (e) To secure the Company’s obligation to pay any amounts payable pursuant to Section 8.3(d), the Company shall deposit into escrow an amount in cash equal to the Termination Payment with an escrow agent selected by the Company on such terms (subject to this Section 8.3) as shall be mutually agreed upon by the Company, Parent and the escrow agent. The payment or deposit into escrow of the Termination Payment pursuant to this Section 8.3(e) shall be made at the time the Company is obligated to pay Parent such amount pursuant to Section 8.3 by wire transfer. The escrow agreement shall provide that the Termination Payment in escrow or any portion thereof shall not be released to Parent unless the escrow agent receives any one or combination of the following: (i) a substantial letter from Parent’s independent accountants indicating the maximum amount that can be paid by the escrow agent to Parent without causing such party to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income and Parent has income from unknown sources during such year in an amount equal to 1% of its gross income which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in which case the escrow agent shall release such amount to the receiving party, or (ii) a letter from Parent’s counsel indicating that (A) Parent received a ruling from the IRS holding that the receipt by such party of the Termination Payment would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code or (B) Parent’s outside counsel has rendered a legal opinion to the effect that the receipt by such party of the Termination Payment should either constitute Qualifying Income should be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, in which case the escrow agent shall release the remainder of the Termination Payment to Parent. The Company agrees to amend this Section 8.3 at the reasonable request of Parent in order to (i) maximize the portion of the assets or deposits Termination Payment that may be distributed to Parent hereunder without causing Parent to fail to meet the requirements of NCFSections 856(c)(2) and (3) of the Code, (ii) the acquisition by any person improve Parent’s chances of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, securing a favorable ruling described in this Section 8.3 or (iii) assist Parent in obtaining a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more favorable legal opinion from its outside counsel as described in this Section 8.3. Any amount of the voting stock Termination Payment that remains unpaid as of the surviving entity (or parent thereof) immediately after consummation end of such transaction anda taxable year shall be paid as soon as possible during the following taxable year, as a result subject to the foregoing limitations of such transactionthis Section 8.3, no person or group (within provided, however, that the meaning of Section 13(d)(3) obligation of the Exchange Act) holds 20% or more Company to pay the unpaid portion of the voting stock Termination Payment shall terminate on the December 31 following the date which is five (5) years from the date of this Agreement. Any payment due to Parent described in (c) shall be subject to the surviving entity (or parent thereof) immediately following consummation of such transactionsame limitations on payment as set forth in this Section 8.3(e).

Termination Fee. If: (a) NCF shall pay STI, by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI Jinchuan shall terminate this Agreement pursuant to Section 8.1(g7.2(c)(iii) or 8.1(h)unless, then NCF shall pay at the NCF Termination Fee on the business day following time of such termination, a Specified Jinchuan Event has occurred and is continuing; (2b) if Continental shall terminate pursuant to Section 7.2(c)(iv) unless, at the time of such termination, a Specified Jinchuan Event has occurred and is continuing; (Ac) either party Continental or Jinchuan shall terminate this Agreement pursuant to Section 8.1(d7.2(c)(v) because in circumstances in which: (A) a bona fide Acquisition Proposal has been publicly announced or made by any Person other than Jinchuan prior to the required NCF shareholder approval shall Continental Meeting and not have been received withdrawn more than three Business Days prior to the Continental Meeting, and (B) at any time Continental enters into an agreement with respect to such Acquisition Proposal, or such Acquisition Proposal is consummated, after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated prior to the Board expiration of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day 6 months following such termination; and if (C) within twelve (12) months of the date of such termination of this agreementAgreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect tounless, or consummates, any Acquisition Transaction, then NCF shall pay at the remaining two-thirds time of the NCF Termination Fee on the date of such execution or consummationContinental Meeting, a Specified Jinchuan Event has occurred; andor (3d) if (A) either party Jinchuan shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e7.2(c)(vi) or (fvii), then in any such case Continental shall pay to Jinchuan the Termination Fee in immediately available funds to an account designated by Jinchuan. Such payment shall be due (A) in the case of a termination specified in clauses (a) or (d) above, within five Business Days after written notice of termination by Jinchuan or (B) at any time after the date in case of this Agreement and before such a termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such terminationspecified in clause (b) above, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants on or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and Agreement or (DC) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties acknowledge that the agreements contained case of a termination specified in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. clause (c) For purposes of this Agreementabove, at or prior to the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion earlier of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more entering into of the outstanding shares agreement and the consummation of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar the transaction of or involving NCF, other referred to therein. Continental shall not be obligated to make more than a merger, business combination or similar transaction one payment pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of this Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction7.4.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, In the sum of $280 million event that (the "NCF Termination Fee"A) if this Agreement is terminated as follows: (1i) if STI shall terminate either Party terminates this Agreement pursuant to Section 8.1(g) or 8.1(h6.1(c)(ii), then NCF shall pay the NCF Termination Fee on the business day following such termination; or (2ii) if (A) either party shall terminate SBC terminates this Agreement pursuant to Section 8.1(d) because 6.1(b), as a result of a willful breach of a covenant or agreement by Sabal Palm or the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect toBank, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(cSections 6.1(e)(i) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f6.1(e)(ii), (B) at any time after the date of this Agreement and before prior to such termination Sabal Palm shall have received or there shall have been a Public publicly announced an Acquisition Proposal with respect to NCF that has not been formally withdrawn or abandoned prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months following such termination, Sabal Palm consummates an Acquisition Proposal or enters into a definitive agreement or letter of intent is entered into by Sabal Palm with respect to an Acquisition Proposal, Sabal Palm shall pay Seacoast the Termination Fee within five (5) Business Days after the date it becomes payable pursuant hereto, by wire transfer of such termination immediately available funds; provided that for purposes of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay Section 7.4(a) all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published references in the Wall Street Journal, from the date such amounts were required definition of “Acquisition Proposal” to “25%” shall be paid until the date actually received by STIto “50%”. (b) The parties acknowledge In the event that SBC terminates this Agreement pursuant to Section 6.1(e)(iii), Sabal Palm shall pay to Seacoast the Termination Fee within five (5) Business Days after the date this Agreement is terminated, by wire transfer of immediately available funds. In the event that Sabal Palm terminates this Agreement pursuant to Section 6.1(f), Sabal Palm shall pay to Seacoast the Termination Fee on the date this Agreement is terminated, by wire transfer of immediately available funds. (c) Sabal Palm and the Bank hereby acknowledges that the agreements contained in this Section 8.3 7.4 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties Seacoast would not have entered enter into this Agreement. In the event that Sabal Palm fails to pay when due any amount payable under this Section 7.4, then (i) Sabal Palm shall reimburse Seacoast for all costs and expenses (including disbursements and reasonable fees of legal counsel) incurred in connection with the collection of such overdue amount, and (ii) Sabal Palm shall pay to Seacoast interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid in full) at a rate per annum equal to five percent (5%) over the “prime rate” (as published in the “Money Rates” column in The Wall Street Journal or, if not published therein, in another national financial publication selected by Seacoast) in effect on the date such overdue amount was originally required to be paid. (cd) For purposes Assuming Sabal Palm and the Bank are not in breach of their obligations under this Agreement, including Sections 4.5 and 4.12, then the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion payment of the assets Termination Fee shall fully discharge Sabal Palm and the Bank from and be the sole and exclusive remedy of Seacoast with respect to, any and all losses that may be suffered by Seacoast based upon, resulting from or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more rising out of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior circumstances giving rise to such transaction own 60% termination of this Agreement under Section 7.4(a) or 7.4(b). In no event shall Sabal Palm be required to pay the Termination Fee on more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionthan one occasion.

Termination Fee. In recognition of the efforts, expenses and other opportunities foregone by ▇▇▇▇▇ and Company while structuring and pursuing the Merger: (ai) NCF Company shall pay STI, to Buyer by wire transfer of immediately available funds, the sum of funds a termination fee equal to $280 21.0 million (the "NCF “Termination Fee"”) if this Agreement is terminated as follows: (1) if STI shall terminate in the event Buyer terminates this Agreement pursuant to Section 8.1(g) or 8.1(h8.01(f)(i), then NCF in which case Company shall pay the NCF Termination Fee on the business day following such as promptly as practicable (but in any event within three (3) Business Days of termination;); and (2ii) if (A) either party Buyer shall terminate pay to Company by wire transfer of immediately available funds a termination fee equal to the Termination Fee in the event Company terminates this Agreement pursuant to Section 8.1(d8.01(f)(ii), in which case Buyer shall pay the Termination Fee as promptly as practicable (but in any event within three (3) because Business Days of termination). (b) In the required NCF shareholder approval shall not have been received and (B) at any time event that after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF a bona fide Company Acquisition Proposal shall pay one-third have been communicated to or otherwise made known to the board of directors or senior management of Company or shall have been made directly to its shareholders generally or any person shall have publicly announced (and not withdrawn at least two (2) Business Days prior to the NCF Termination Fee on the business day following such termination; Company Meeting) a Company Acquisition Proposal and (DA) if within thereafter this Agreement is terminated by either Buyer or Company pursuant to Section 8.01(e) without the Requisite Company Shareholder Approval having been obtained or pursuant to Section 8.01(g)(i) or (B) thereafter this Agreement is terminated by Buyer pursuant to Section 8.01(c) or Section 8.01(d), and (C) prior to the date that is twelve (12) months of after the date of such termination, Company enters into a definitive agreement or consummates a transaction with respect to a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to above), then Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Buyer, by wire transfer of same day funds, a fee equal to the Termination Fee. (c) In the event that after the date of this Agreement and prior to the termination of this Agreement, NCF a bona fide Buyer Acquisition Proposal shall have been communicated to or otherwise made known to the board of directors or senior management of Buyer or shall have been made directly to its shareholders generally or any of its Subsidiaries executes any definitive agreement with respect toperson shall have publicly announced (and not withdrawn at least two (2) Business Days prior to the Buyer Meeting) a Buyer Acquisition Proposal and (A) thereafter this Agreement is terminated by either Company or Buyer pursuant to Section 8.01(e) without the Requisite Buyer Shareholder Approval having been obtained or pursuant to Section 8.01(g)(ii) or (B) thereafter this Agreement is terminated by Company pursuant to Section 8.01(c) or Section 8.01(d), or consummates, any Acquisition Transaction, then NCF shall pay and (C) prior to the remaining two-thirds of the NCF Termination Fee upon date that is twelve (12) months after the date of such execution termination, Buyer enters into a definitive agreement or consummation. If NCF fails consummates a transaction with respect to pay all amounts due a Buyer Acquisition Proposal (whether or not the same Buyer Acquisition Proposal as that referred to STI above), then Buyer shall, on the dates specifiedearlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Company, by wire transfer of same day funds, a fee equal to the Termination Fee. (d) If this Agreement is terminated by either Company or Buyer (i) pursuant to Section 8.01(e), and at the time of such termination, the condition set forth in Section 7.01(f) is not satisfied, and (ii) at the time of such termination, all conditions set forth in Section 7.01, Section 7.02 and Section 7.03 (other than the condition set forth in Section 7.01(f)) have been satisfied (or if any such conditions are by their nature to be satisfied at the Closing, would have been capable of being satisfied or, to the extent permitted by applicable Law, waived on the date of such termination), then NCF Buyer shall pay all costs and reimburse Company for expenses (including legal fees and expenses) actually incurred by STI Company, or which Company is contractually obligated to pay, in connection with any action this Agreement and the transactions contemplated hereby within two (2) Business Days after the later of such termination or proceeding (including Company’s written notice to Buyer of the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid expenses and corresponding amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIfor which Company seeks reimbursement under this sentence. (be) The parties acknowledge Company and Buyer each agree that the agreements contained in this Section 8.3 8.02 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, Buyer would not enter into this Agreement; accordingly, if Company fails promptly to pay any amounts due under this Section 8.02 and, in order to obtain such payment, ▇▇▇▇▇ commences a suit that results in a judgment against Company for such amounts, Company shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (x) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication), designated therein as the prime rate on the date such payment was due, (y) plus 200 basis points, together with the costs and expenses of Buyer (including reasonable legal fees and expenses) in connection with the suit. The amounts payable by Company and Buyer pursuant to this Section 8.02, constitute liquidated damages and not a penalty, and thatand, without these agreementsexcept in the case of fraud or a Willful Breach, shall be the parties would not have entered into sole monetary remedy of the other party in the event of a termination of this AgreementAgreement specified in this Section 8.02. (cf) For purposes of Notwithstanding anything to the contrary set forth in this Agreement, if Company pays or causes to be paid to Buyer or to Buyer Bank the term "Acquisition Transaction" shall mean Termination Fee, neither Company nor Company Bank (ior any successor in interest of Company or Company Bank) nor any of their officers, directors or affiliates will have any further obligations or liabilities to Buyer or Buyer Bank with respect to this Agreement or the direct transactions contemplated by this Agreement, and if Buyer pays or indirect acquisitioncauses to be paid to Company or to Company Bank the Termination Fee or the expense reimbursement under Section 8.02(d), purchase neither Buyer nor Merger Sub nor Buyer Bank (or assumption any successor in interest of all Buyer or Buyer Bank) nor any of their officers, directors or affiliates will have any further obligations or liabilities to Company or Company Bank with respect to this Agreement or the transactions contemplated by this Agreement, in each case except in the case of fraud or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionWillful Breach.

Termination Fee. (a) NCF In the event that this Agreement is terminated (A) by Parent pursuant to Section 7.01(c)(ii) or (B) by the Company pursuant to Section 7.01(d)(ii), then the Company shall pay STIParent, as liquidated damages and not as a penalty, the Company Termination Fee. If the Company Termination Fee is payable pursuant to clause (A) of the preceding sentence, the Company Termination Fee shall be paid within four (4) Business Days after the date of such termination and if the Company Termination Fee is payable pursuant to clause (B) of the preceding sentence, the Company Termination Fee shall be paid on the date of such termination, in each case, by wire transfer of immediately available funds, funds to an account designated by Parent in writing (it being understood that in no event shall the sum of $280 million Company be required to pay the Company Termination Fee more than once). (the "NCF Termination Fee"b) if If this Agreement is terminated as follows: (1) if STI shall terminate this Agreement by the Company or Parent pursuant to Section 8.1(g7.01(b)(iii) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if and (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide prior to such termination, an Acquisition Transaction Proposal shall have been publicly announced or otherwise communicated publicly made known to the Company Board of Directors of NCF (a "Public Proposal") that has or the Company Stockholders and not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; termination and if (CB) within twelve (12) months of such termination, the date Company either consummates an Acquisition Proposal or enters into a definitive agreement to consummate an Acquisition Proposal and the Company thereafter consummates such Acquisition Proposal (whether or not within such twelve (12) month period), then the Company shall pay Parent, as liquidated damages and not as a penalty, the Company Termination Fee; provided that for purposes of this Section 7.03(b), the references to “twenty percent (20%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%).” If the Company Termination Fee is payable, the Company Termination Fee shall be paid upon the consummation of such Acquisition Proposal by wire transfer of immediately available funds to an account designated by Parent in writing (it being understood that in no event shall the Company be required to pay the Company Termination Fee more than once). (c) In the event that Parent or its designee shall receive full payment pursuant to either Section 7.03(a) or Section 7.03(b), the receipt of the applicable Company Termination Fee shall be the sole and exclusive remedy for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of this agreementParent, NCF Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any Action against the Company or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representationstheir respective former, warrantiescurrent or future officers, covenants directors, partners, stockholders, managers, members or agreements set forth Affiliates arising out of or in connection with this Agreement, which breach shall have materially contributed to the failure any of the Effective Time to occur prior to transactions contemplated hereby or any matters forming the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following basis for such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (bd) The parties Parties acknowledge that the agreements contained in this Section 8.3 7.03 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, without these agreements, the parties neither Company nor Parent would not have entered enter into this Agreement. (c) For purposes of . Accordingly, if the Company fails promptly to pay any amount due pursuant to this AgreementSection 7.03, and, in order to obtain such payment, the term "Acquisition Transaction" Parent commences a suit which results in a judgment against the Company for any payments set forth in this Section 7.03, the Company shall mean (i) pay to the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership Parent its costs and expenses (including by way attorneys’ fees) in connection with such suit, together with interest on the Company Termination Fee from the date payment was required to be made until the date of merger, consolidation, share exchange or otherwise) of 20% or more of such payment at the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction prime rate published in the Wall Street Journal in effect on the date such payment was required to be made. If this Agreement is terminated pursuant to which persons who are shareholders of NCF immediately prior a provision that calls for a payment to such transaction own 60% be made under this Section 7.03, it shall not be a defense to either Party’s obligation to pay hereunder that this Agreement could have been terminated under a different provision or more of the voting stock of the surviving entity (could have been terminated at an earlier or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionlater time.

Termination Fee. In recognition of the efforts, expenses and other opportunities foregone by Buyer and Company while structuring and pursuing the Merger: (ai) NCF Company shall pay STI, to Buyer by wire transfer of immediately available funds, the sum of funds a termination fee equal to $280 million 44,145,000 (the "NCF “Termination Fee"”) if this Agreement is terminated as follows: (1) if STI shall terminate in the event Buyer terminates this Agreement pursuant to Section 8.1(g) or 8.1(h7.01(f)(i), then NCF in which case Company shall pay the NCF Termination Fee on the business day following such as promptly as practicable (but in any event within three (3) Business Days of termination;); and (2ii) if (A) either party Buyer shall terminate pay to Company by wire transfer of immediately available funds a termination fee equal to the Termination Fee in the event Company terminates this Agreement pursuant to Section 8.1(d7.01(f)(ii), in which case Buyer shall pay the Termination Fee as promptly as practicable (but in any event within three (3) because Business Days of termination). (b) In the required NCF shareholder approval shall not have been received and (B) at any time event that after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF a bona fide Company Acquisition Proposal shall pay one-third have been communicated to or otherwise made known to the board of directors or senior management of Company or shall have been made directly to its stockholders generally or any person shall have publicly announced (and not withdrawn at least two (2) Business Days prior to the NCF Termination Fee on the business day following such termination; Company Meeting) a Company Acquisition Proposal and (DA) if within thereafter this Agreement is terminated by either Buyer or Company pursuant to Section 7.01(e) without the Requisite Company Stockholder Approval having been obtained or pursuant to Section 7.01(g)(i) or (B) thereafter this Agreement is terminated by Buyer pursuant to Section 7.01(c) or, Section 7.01(d), and (C) prior to the date that is twelve (12) months of after the date of such termination, Company enters into a definitive agreement or consummates a transaction with respect to a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to above, then Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Buyer, by wire transfer of same day funds, a fee equal to the Termination Fee; provided, that for purposes of this Section 7.02(b), all references in the definition of Company Acquisition Proposal to “20%” shall instead refer to “50%.” (c) In the event that after the date of this Agreement and prior to the termination of this Agreement, NCF a bona fide Buyer Acquisition Proposal shall have been communicated to or otherwise made known to the Board of Directors or senior management of Buyer or shall have been made directly to its shareholders generally or any of its Subsidiaries executes any definitive agreement with respect toperson shall have publicly announced (and not withdrawn at least two (2) Business Days prior to the Buyer Meeting) a Buyer Acquisition Proposal and (A) thereafter this Agreement is terminated by either Company or Buyer pursuant to Section 7.01(e) without the Requisite Buyer Shareholder Approval having been obtained or pursuant to Section 7.01(g)(ii) or (B) thereafter this 82 Agreement is terminated by Company pursuant to Section 7.01(c) or 7.01(d), or consummates, any Acquisition Transaction, then NCF shall pay and (C) prior to the remaining two-thirds of the NCF Termination Fee upon date that is twelve (12) months after the date of such execution termination, Buyer enters into a definitive agreement or consummation. If NCF fails consummates a transaction with respect to pay all amounts due a Buyer Acquisition Proposal (whether or not the same Buyer Acquisition Proposal as that referred to STI above), then Buyer shall, on the dates specifiedearlier of the date it enters into such definitive agreement and the date of consummation of such transaction, then NCF shall pay Company, by wire transfer of same day funds, a fee equal to the Termination Fee; provided, that for purposes of this Section 7.02(c), all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published references in the Wall Street Journal, from the date such amounts were required definition of Buyer Acquisition Proposal to be paid until the date actually received by STI“20%” shall instead refer to “50%”. (bd) The parties acknowledge Company and Buyer each agree that the agreements contained in this Section 8.3 7.02 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, Buyer would not enter into this Agreement; accordingly, if Company fails promptly to pay any amounts due under this Section 7.02 and, in order to obtain such payment, Buyer commences a suit that results in a judgment against Company for such amounts, Company shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (x) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication), designated therein as the prime rate on the date such payment was due, (y) plus 200 basis points, together with the costs and expenses of Buyer (including reasonable legal fees and expenses) in connection with the suit. The amounts payable by Company and Buyer pursuant to this Section 7.02, constitute liquidated damages and not a penalty, and, except in the case of fraud or a willful and thatmaterial breach, without these agreements, shall be the parties would not have entered into sole monetary remedy of the other party in the event of a termination of this AgreementAgreement specified in this Section 7.02. (ce) For purposes of Notwithstanding anything to the contrary set forth in this Agreement, if Company pays or causes to be paid to Buyer or to Buyer Bank the term "Acquisition Transaction" shall mean Termination Fee, neither Company nor Company Bank (ior any successor in interest of Company or Company Bank) nor any of their officers, directors or affiliates will have any further obligations or liabilities to Buyer or Buyer Bank with respect to this Agreement or the direct transactions contemplated by this Agreement, and if Buyer pays or indirect acquisitioncauses to be paid to Company or to Company Bank the Termination Fee, purchase neither Buyer nor Merger Sub nor Buyer Bank will have any further obligations or assumption liabilities to Company or Company Bank with respect to this Agreement or the transactions contemplated by this Agreement, in each case except in the case of all fraud or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionwillful and material breach.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, In the sum of $280 million event that: (the "NCF Termination Fee"i) if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement by either Parent or the Company pursuant to Section 8.1(g) or 8.1(h8.01(b)(i), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if and (A) either party shall terminate this Agreement pursuant a vote to Section 8.1(d) because obtain the required NCF shareholder approval shall Company Stockholder Approval has not have been received and held, (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction Company Takeover Proposal shall have been publicly announced made or otherwise communicated to the Board Company or shall have been made directly to the stockholders of Directors of NCF the Company generally (a "Public Proposal") that has and at least one such Company Takeover Proposal shall not have been withdrawn prior to such date, then NCF shall pay one-third the event giving rise to the right of the NCF Termination Fee on the business day following such termination; termination under Section 8.01(b)(i)) and if (C) within twelve (12) months of the date of after such termination of this agreement, NCF or any of its Subsidiaries enters into any the Company shall have reached a definitive Agreement with respect toagreement to consummate, or consummatesshall have consummated, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and either (3x) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time a Company Takeover Proposal with a Person who after the date of this Agreement has made a Company Takeover Proposal prior to the event giving rise to the right of termination under Section 8.01(b)(i) or (y) a Material Company Takeover Proposal with a Person who since the date of this Agreement has not made a Company Takeover Proposal prior to such event; (ii) this Agreement is terminated by either Parent or the Company pursuant to Section 8.01(b)(iii) and before such termination there (A) after the date of this Agreement a Company Takeover Proposal shall have been a Public made or communicated to the Company or shall have been made directly to the stockholders of the Company generally (and at least one such Company Takeover Proposal with respect to NCF that has shall not have been withdrawn prior to such termination, the event giving rise to the right of termination under Section 8.01(b)(iii)) and (CB) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months after such termination the Company shall have reached a definitive agreement to consummate, or shall have consummated, either (x) a Company Takeover Proposal with a Person who after the date of this Agreement has made a Company Takeover Proposal prior to the event giving rise to the right of termination under Section 8.01(b)(iii) or (y) a Material Company Takeover Proposal with a Person who since the date of this Agreement has not made a Company Takeover Proposal prior to such event; (iii) this Agreement is terminated by Parent pursuant to Section 8.01(c) and (A) the Company's breach or failure triggering such termination shall have been willful, (B) after the date of this Agreement a Company Takeover Proposal shall have been made or communicated to the Company or shall have been made directly to the stockholders of the Company generally and (C) within twelve (12) months after such termination the Company shall have reached a definitive agreement to consummate, or shall have consummated, either (x) a Company Takeover Proposal with a Person who after the date of this Agreement has made a Company Takeover Proposal prior to the event giving rise to the right of termination under Section 8.01(c) or (y) a Material Company Takeover Proposal with a Person who since the date of this Agreement has not made a Company Takeover Proposal prior to such event; (iv) this Agreement is terminated by Parent pursuant to Section 8.01(e) (other than if the Change in Recommendation which resulted in the right of termination under Section 8.01(e) occurred following a Parent Material Adverse Effect), then the Company shall (1) in the case of a Termination Fee payable pursuant to clauses (i), (ii), or (iii) of this Section 8.02(a), upon the earlier of the date of such termination definitive agreement and such consummation of a Material Company Takeover Proposal or (2) in the case of a Termination Fee payable pursuant to clause (iv) of this AgreementSection 8.02(a), NCF on the date of such termination, pay Parent a fee equal to two hundred forty-three million six hundred thousand dollars (the "Termination Fee") by wire transfer of same-day funds. Notwithstanding the foregoing sentence, in the event that the Company proposes to terminate this Agreement at a time when the Termination Fee is payable, the Company shall pay Parent the Termination Fee as described above prior to such termination by the Company. Notwithstanding the foregoing in Section 8.02(a)(i) or Section 8.02(a)(ii), if a Termination Fee would have been payable under Section 8.02(a)(i) or Section 8.02(a)(ii) but for the fact that the person (or any of its Subsidiaries executes any Affiliates) with whom the Company shall have reached a definitive agreement with respect toto consummate, or consummatesshall have consummated, any Acquisition Transactiona Material Company Takeover Proposal within twelve (12) months after termination of this Agreement withdrew a Company Takeover Proposal prior to the event giving rise to the right of termination of this Agreement under Section 8.01(b)(i) or Section 8.01(b)(ii), then NCF the Company shall upon the earlier of such definitive agreement and such consummation of a Material Company Takeover Proposal pay Parent the remaining two-thirds of the NCF Termination Fee upon by wire transfer of same-day funds. In the date case of such execution or consummation. If NCF fails a Termination Fee payable pursuant to pay all amounts due to STI on clause (iii) of this Section 8.02(a), the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding parties hereby agree that the Termination Fee (including the filing right to receive such fee or the payment of such fee) shall not limit in any lawsuit) taken by it respect any rights or remedies available to collect such unpaid amountsParent and Merger Sub relating to any willful breach or failure to perform any representation, together with interest on such unpaid amounts at the prime lending rate prevailing at such timewarranty, as published covenant or agreement set forth in this Agreement resulting, directly or indirectly, in the Wall Street Journal, from right to receive the date such amounts were required to be paid until the date actually received by STITermination Fee. (b) The parties acknowledge Company acknowledges and agrees that the agreements contained in this Section 8.3 8.02(a) are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, without these agreements, the parties Parent would not have entered enter into this Agreement. If the Company fails promptly to pay the amount due pursuant to Section 8.02(a), and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the Termination Fee, the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with such suit, together with interest on the amount of the Termination Fee from the date such payment was required to be made until the date of payment at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. (c) For purposes of this Agreement, the term "Acquisition TransactionMaterial Company Takeover Proposal" shall mean (i) the direct any inquiry, proposal or indirect acquisitionoffer, purchase whether or assumption of all or a substantial portion of the assets or deposits of NCFnot conditional, (iia) the acquisition by any person of direct or indirect beneficial ownership (including by way of for a merger, consolidation, share exchange dissolution, recapitalization or otherwiseother business combination in which the stockholders of the Company immediately prior to such transaction will fail to own immediately after such transaction 60% or more of the Company's (if the Company is the publicly traded parent company following such transaction) equity securities or if the Company is not the publicly traded parent company following such transaction 60% or more of the parent company's equity securities into which Company equity securities are converted in such transaction, (b) for a transaction that provides that the directors of the Company immediately prior to the consummation of such transaction will not constitute 70% or more of the directors of the Company immediately after such transaction (if the Company is the publicly traded parent company following such transaction) or if the Company is not the publicly traded parent company following such transaction, 70% or more of the directors of the parent company into which Company equity securities are converted in such transaction, (c) for the issuance of 40% or more of the equity securities of the Company as consideration for the assets or securities of another person or (d) to acquire in any manner (other than (i) in the context of the issuance of equity securities of the Company as consideration for the assets or the securities of another person or (ii) a transaction of a type listed in clause (a) above), directly or indirectly, 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more equity securities of the voting stock Company or assets (including equity securities of any Subsidiary of the surviving entity (or parent thereofCompany) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds that represent 20% or more of the voting stock total consolidated assets of the surviving entity Company, other than the transactions contemplated by this Agreement. In determining the percentage of equity securities of the Company or of the parent company's equity securities owned by the stockholders of the Company following a transaction covered by clause (a), such calculation shall be made on a fully diluted basis and there shall be excluded any equity securities (or parent thereofsecurities convertible into equity securities) immediately following consummation of issued to co-venturers, private equity firms and/or other persons providing financing (debt and/or equity) for such transaction, with any such equity securities (or securities convertible into equity securities) treated as being held by persons other than the stockholders of the Company, regardless of the legal form of the transaction. For purposes of clause (c) above, there shall be included in the calculation of equity securities issued by the Company (which shall be made on a fully-diluted basis) any equity securities (or securities convertible into equity securities) issued to co-venturers, private equity firms and/or other persons providing financing (debt and/or equity) for such transaction, regardless of the legal form of the transaction.

Termination Fee. (a) NCF As a condition of BBVA and Merger Sub’s willingness, and in order to induce BBVA and Merger Sub, to enter into this Agreement, TRBI hereby agrees to pay to BBVA, and BBVA shall pay STI, by wire transfer be entitled to payment of immediately available funds, the sum a fee of $280 85 million ($85,000,000) (less any payment made pursuant to the "NCF Termination Fee"proviso in Section 9.05) if this Agreement is terminated (each of the following being a “Fee Payment Event”) any of the following occur following the date hereof and prior to a Fee Termination Event, as followshereafter defined: (1) if STI TRBI or any of its Subsidiaries, without having received BBVA’s prior written consent, shall terminate this Agreement pursuant have entered into an agreement to Section 8.1(g) engage in an Acquisition Transaction with any person other than BBVA or 8.1(hany of its Subsidiaries (each an “BBVA Subsidiary”), then NCF or the TRBI Board shall pay have recommended that the NCF Termination Fee on the business day following such terminationshareholders of TRBI approve or accept any Acquisition Transaction with any person other than BBVA or an BBVA Subsidiary; (2) if Any person other than BBVA or any BBVA Subsidiary shall have acquired beneficial ownership or the right to acquire beneficial ownership of 25% or more of the outstanding shares of TRBI Common Stock; (A3) either party The TRBI Board shall terminate this Agreement pursuant have withdrawn, modified or qualified (or publicly announced its intention to Section 8.1(dwithdraw, modify or qualify) because the required NCF shareholder approval shall not have been received and (B) at in any time after the date manner materially adverse in any respect to BBVA or to adoption of this Agreement and at its recommendation that the shareholders of TRBI adopt this Agreement in anticipation of engaging in an Acquisition Transaction, or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF TRBI or any of its Subsidiaries enters into shall have authorized, recommended or proposed (or publicly announced its intention to authorize, recommend or propose) an agreement to engage in an Acquisition Transaction with any definitive Agreement with respect to, person other than BBVA or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; andan BBVA Subsidiary; (34) if This Agreement is terminated (A) either party shall terminate this Agreement following an Acquisition Proposal or (B) pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f8.01(e), (B) at in the event TRBI’s failure to comply with any time after the date provision of this Agreement and before such termination there shall have has been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence primary cause of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior on or before such date, or (C) pursuant to Section 8.01(f), in the termination event TRBI’s failure to comply with any provision of this Agreement, then NCF shall pay one-third Agreement has been the primary cause of the NCF Termination Fee on the business day following denial of any approval referred to in such termination; and (DSection 8.01(f) if and, within twelve (12) 18 months after any of the date of such termination of this Agreementevents described in (A), NCF (B) or any of its Subsidiaries executes any definitive agreement with respect to(C), an event described in Section 8.03(a)(1) or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expensesSection 8.03(a)(2) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIoccurs. (b) The parties acknowledge Any payment required to be made under Section 8.03(a) shall be payable within three business days following the Fee Payment Event. In any case such payment shall be made, without setoff, by wire transfer in immediately available funds, to an account specified by BBVA. (c) TRBI acknowledges that the agreements contained in this Section 8.3 8.03 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages are cumulative with, and not a penaltyintended to limit, other remedies that may be available, and that, without these agreements, the parties BBVA would not have entered enter into this Agreement; accordingly, if TRBI fails promptly to pay any amount due pursuant to this Section 8.03, and, in order to obtain such payment, BBVA commences a suit which results in a judgment against TRBI for the payment set forth in this Section 8.03, TRBI shall reimburse BBVA’s costs and expenses (including reasonable attorneys’ fees) in connection with such suit, together with interest on any amount due pursuant to this Section 8.03 from the date such amount becomes payable until the date of such payment at the prime rate published in The Wall Street Journal in effect on the date such payment was required to be made. (cd) TRBI shall notify BBVA promptly in writing of the occurrence of any Fee Payment Event, it being understood that the giving of such notice by TRBI shall not be a condition to BBVA’s rights pursuant to this Section 8.03. (e) For purposes hereof, a “Fee Termination Event” is any one of the following: (1) the Effective Time, or (2) the expiration of eighteen (18) months following termination of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee") if If this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), then Home shall immediately following such termination, pay Banner an amount equal to 4.0% of the sum of (Bi) at any time after the Aggregate Cash Consideration, plus (ii) the product of the Aggregate Stock Consideration multiplied by the Banner Average Closing Price (calculated using the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay oneAgreement rather than the Closing Date) (the “Base Termination Fee”) in same-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIfunds. (b) The parties acknowledge that the agreements contained in If this Agreement is terminated pursuant to Section 8.3 are an integral part 8.1(f), then (i) if such termination occurs within thirty (30) days of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltydate hereof, and thatHome shall pay Banner simultaneously with such termination an amount equal to two million eight hundred seventy-five thousand dollars ($2,954,469) (the “Reduced Termination Fee”) in same-day funds or (ii) if such termination occurs later than thirty (30) days after the date hereof, without these agreements, Home shall pay the parties would not have entered into this AgreementBase Termination Fee to Banner simultaneously with such termination in same-day funds. (c) If this Agreement is terminated by either party under Section 8.1(g), and prior thereto there has been publicly announced an Acquisition Proposal, then if within one (1) year of such termination Home or any of its Significant Subsidiaries either (A) enters into a definitive agreement with respect to an Acquisition Proposal or (B) consummates an Acquisition Proposal, Home shall immediately pay Banner the Base Termination Fee in same-day funds. For purposes of clauses (A) and (B) above, the reference to 20% in the definition of Acquisition Proposal shall be 50%. (d) The payment of the Base Termination Fee or Reduced Termination Fee, as applicable, shall fully discharge Home from any and all liability under this Agreement and related to the transactions contemplated herein, and Banner shall not be entitled to any other relief or remedy against Home. If the Base Termination Fee or Reduced Termination Fee, as applicable, is not payable, Banner may pursue any and all remedies available to it against Home on account of a willful and material breach by Home of any of the provisions of this Agreement. Moreover, if the term "Acquisition Transaction" Base Termination Fee is payable pursuant to Section 8.1(e)(ii), Banner shall mean (i) have the direct or indirect acquisition, purchase or assumption of right to pursue any and all or a substantial portion remedies available to it against Home on account of the assets or deposits willful and material breach by Home of NCF, (ii) Section 6.8 in lieu of accepting the acquisition Base Termination Fee under Section 8.4(a). Home may pursue any and all remedies available to it against Banner on account of a willful and material breach by Banner of any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares provisions of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionthis Agreement.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, In the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time event that after the date of this Agreement and at or before prior to the date termination of the NCF Shareholders Meeting this Agreement a non-solicited bona fide Acquisition Transaction Proposal with respect to FTC shall have been made known to senior management of FTC or shall have been made directly to its shareholders generally or any person reasonably qualified to consummate an Acquisition Proposal shall have publicly announced or otherwise communicated (and not irrevocably withdrawn at least five (5) business days prior to the Board of Directors of NCF FTC Shareholders’ Meeting) an Acquisition Proposal with respect to FTC and (a "Public Proposal"x) that has not thereafter (A) this Agreement is terminated by either BancPlus or FTC pursuant to Section 8.1(c) without the Requisite FTC Approval having been withdrawn obtained or (B) this Agreement is terminated by BancPlus pursuant to Section 8.1(e), and (y) prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within date that is twelve (12) months of after the date of such termination of this agreementtermination, NCF or any of its Subsidiaries FTC enters into any a definitive Agreement agreement or consummates a transaction with respect to, to an Acquisition Proposal with respect to FTC (whether or consummates, any not the same Acquisition TransactionProposal as that {JX489484.11} PD.35183901.7 referred to above), then NCF shall pay FTC shall, on the remaining two-thirds earlier of the NCF Termination Fee on date it enters into such definitive agreement and the date of consummation of such execution or consummationtransaction, pay BancPlus, by wire transfer of same day funds, a fee equal to $8,000,000 (the “Termination Fee”); andprovided, that for purposes of this Section 8.3, all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%.” (3b) if (A) either party shall terminate In the event this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement is terminated by BancPlus pursuant to Section 8.1(e) or (fby FTC pursuant to Section 8.1(f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal then concurrently with respect to NCF that has not been withdrawn prior to such termination, if terminated by FTC, or within two (2) business days after termination, if terminated by BancPlus, FTC shall pay BancPlus, by wire transfer of same day funds, the Termination Fee, and (C) following the occurrence such termination shall not be deemed effective hereunder until payment by FTC of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIfee. (bc) The parties acknowledge Notwithstanding anything to the contrary herein, but without limiting the right of any party to recover liabilities or damages in accordance with Section 8.2, the maximum aggregate amount of fees payable by FTC under this Section 8.3 shall be equal to the Termination Fee, and in no event shall any party be required to pay the Termination Fee more than once. (d) Each party acknowledges that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties each party would not have entered enter into this Agreement; accordingly, if FTC fails to pay promptly the Termination Fee pursuant to this Section 8.3 and, in order to obtain such payment, BancPlus commences a suit which results in a judgment against FTC for the fee set forth in this Section 8.3, FTC shall pay BancPlus its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at a rate per annum equal to the prime rate published in The Wall Street Journal on the date such payment was required to be made, plus 300 basis points. (ce) For purposes The parties agree that the payment of the Termination Fee shall be the sole and exclusive remedy available to BancPlus and BankPlus with respect to this Agreement in the event any such payment becomes due and payable and is paid, and, upon payment of the Termination Fee, FTC and FBT (and FTC’s and FBT’s affiliates and its and their respective directors, officers, employees, shareholders and representatives) shall have no further liability to BancPlus and BankPlus under this Agreement; provided, however, that FTC and FBT shall not be relieved or released from any liabilities or damages arising out of their willful and material breach of this Agreement; provided, further, that the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption aggregate amount of all or any damages determined by a substantial portion of the assets or deposits of NCF, (ii) the acquisition court to be payable by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction FTC and FBT pursuant to which persons who are shareholders the foregoing proviso shall be reduced by the amount of NCF immediately prior any Termination Fee previously paid to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of BancPlus pursuant to this Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction8.3.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate If FXNC terminates this Agreement pursuant to Section 8.1(g9.1(e) of this Agreement or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate Touchstone terminates this Agreement pursuant to Section 8.1(d9.1(f) because of this Agreement, then Touchstone shall pay to FXNC the required NCF shareholder approval sum of $1,900,000 (the “Termination Fee”) within five business days of the termination date. The Termination Fee shall not be paid to FXNC in same day funds. Touchstone hereby waives any right to set-off or counterclaim against such amount. (b) In the event that (i) an Acquisition Proposal with respect to Touchstone shall have been received and communicated to or otherwise made known to the shareholders, senior management or Board of Directors of Touchstone, or any Person shall have publicly announced an intention (Bwhether or not conditional) at any time to make an Acquisition Proposal with respect to Touchstone, in either case after the date of this Agreement, (ii) thereafter this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if is terminated (A) either party shall terminate this Agreement by Touchstone or FXNC pursuant to Section 8.1(c9.1(d) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (fif the Requisite Touchstone Shareholder Vote has not theretofore been obtained), (B) at any time by FXNC pursuant to Section 9.1(b), or (C) by Touchstone or FXNC pursuant to Section 9.1(c)(iii), and (iii) prior to the date that is 12 months after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following Touchstone consummates an Acquisition Transaction or enters into an Acquisition Agreement that is ultimately consummated, then Touchstone shall on the occurrence of such Public Proposaldate an Acquisition Transaction is consummated, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed pay FXNC a fee equal to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business in same day following funds. Touchstone hereby waives any right to set-off or counterclaim against such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIamount. (bc) The parties Parties acknowledge that the agreements contained in this Section 8.3 Article 9 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, that without these agreements, the parties FXNC would not have entered enter into this Agreement. (c) For purposes of ; accordingly, if Touchstone fails to pay promptly any fee payable by it pursuant to this AgreementSection 9.3, the term "Acquisition Transaction" then Touchstone shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership pay to FXNC its reasonable costs and expenses (including by way of merger, consolidation, share exchange or otherwisereasonable attorneys’ fees) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to in connection with collecting such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionTermination Fee.

Termination Fee. (a) NCF NYMEX Holdings shall pay STIto CME Group, by wire transfer of immediately available funds, the sum of $280 308.1 million (the "NCF “Termination Fee"”) if this Agreement is terminated as follows: (1i) if STI shall terminate this Agreement is terminated pursuant to Section 8.1(g8.1(c)(iii) (Failure to Recommend or Change in Recommendation) or 8.1(hSection 8.1(d)(ii) (No Exercise of Stockholder Vote Option), then NCF NYMEX Holdings shall pay the NCF entire Termination Fee on by the business day tenth (10th ) Business Day following such termination;; and (2ii) (x) if this Agreement is terminated (A) either party shall terminate this Agreement pursuant to Section 8.1(d8.1(c)(i) because (Breach by NYMEX Holdings) if the required NCF shareholder approval shall not have been received and breach giving rise to such termination was willful, (B) at any time after pursuant to Section 8.1(b)(iii)(A) (No Stockholder Approval), Section 8.1(c)(v) (No Member Approval) or Section 8.1(c)(iv) (Failure of Minimum Condition), or (C) pursuant to Section 8.1(b)(i) (Termination Date) without a vote of the date stockholders of NYMEX Holdings contemplated by this Agreement and at the NYMEX Holdings Stockholders Meeting having occurred or before the date without a vote of the NCF Shareholders members of NYMEX contemplated by this Agreement at the NYMEX Member Meeting or otherwise, and in any such case of (A), (B) or (C) above, a bona fide Acquisition Transaction Takeover Proposal shall have been publicly announced or otherwise communicated to the Board of Directors of NCF NYMEX Holdings (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect toPerson shall have publicly announced or communicated a bona fide intention, whether or consummatesnot conditional, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (Bmake a Takeover Proposal) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such the taking of the vote of the stockholders of NYMEX Holdings at the NYMEX Holdings Stockholders Meeting, in the case of clause (B), or the date of termination, in the case of clauses (A) or (C), and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (Dy) if within twelve (12) months of after the date of such termination of this Agreementtermination, NCF or any of its Subsidiaries executes any NYMEX Holdings enters into a definitive agreement with respect toto consummate, or consummates, the transactions contemplated by any Acquisition TransactionTakeover Proposal, then NCF NYMEX Holdings shall pay to CME Group the remaining two-thirds of the NCF Termination Fee upon by the second (2nd) Business Day following the date NYMEX Holdings enters into a definitive agreement or consummates such transaction; provided, that, solely for purposes of such execution or consummationthis Section 8.3(a)(ii) and Section 8.3(b), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 6.6(d) (No Solicitation), except that all references to fifteen percent (15%) shall be changed to fifty percent (50%). If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing The amount of any lawsuitTermination Expense Reimbursement actually paid pursuant to Section 6.8 (Fees and Expenses) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to shall be paid until the date actually received by STIcredited against any Termination Fee payable under this Section 8.3(a)(ii). (b) The parties acknowledge In the event NYMEX Holdings or any of the NYMEX Holdings Subsidiaries or their respective Representatives shall have breached in any material respect any of their respective obligations under Section 6.6 (No Solicitation), which breach has resulted in a Takeover Proposal being publicly announced or otherwise communicated to a member of senior management or the Board of Directors of NYMEX Holdings and (i) CME Group shall have not exercised its right to terminate this Agreement under Section 8.1(c)(ii) (Violation of Non-Solicitation) prior to a vote of the stockholders of NYMEX Holdings at the NYMEX Holdings Stockholders Meeting and (ii) this Agreement is terminated (x) pursuant to Section 8.1(b)(iii)(A) (No Stockholder Approval), Section 8.1(c)(v) (No Member Approval) or Section 8.1(c)(iv) (Failure of Minimum Condition) or (y) pursuant to Section 8.1(b)(i) (Termination Date) without a vote of the stockholders of NYMEX Holdings contemplated by this Agreement at the NYMEX Holdings Stockholders Meeting having occurred or without a vote of the members of NYMEX contemplated by this Agreement at the NYMEX Member Meeting or otherwise, then NYMEX Holdings shall pay to CME Group, by wire transfer of immediately available funds, an amount equal to $50 million within three (3) Business Days following such termination; provided, however, that if within twelve (12) months after the agreements contained in this Section 8.3 are an integral part date of such termination, NYMEX Holdings enters into a definitive agreement to consummate, or consummates, the transactions contemplated by any Takeover Proposal, then NYMEX Holdings shall pay to CME Group the Termination Fee, less the amount of the fee described in this Agreement and constitute liquidated damages and not Section 8.3(b) to the extent already paid, by the second (2nd) Business Day following the date NYMEX Holdings enters into a penalty, and that, without these agreements, the parties would not have entered into this Agreementdefinitive agreement or consummates such transaction. (c) CME Group shall pay to NYMEX Holdings, by wire transfer of immediately available funds, the Termination Fee if this Agreement is terminated pursuant to Section 8.1(b)(iii)(B) (No Stockholder Approval) or pursuant to Section 8.1(b)(i) (Termination Date) without a vote of the stockholders of CME Group contemplated by this Agreement at the CME Group Stockholders Meeting having occurred and (i) (A) a CME Group Takeover Proposal shall have been publicly announced or otherwise communicated to the Board of Directors of CME Group (or any Person shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a CME Group Takeover Proposal) or (B) a CME Group Acquisition Transaction shall have been publicly announced, in each case, at any time after the date of this Agreement and prior to, in the case of termination pursuant to Section 8.1(b)(iii)(B) (No Stockholder Approval), the date of the taking of the vote of the stockholders of CME Group at the CME Group Stockholders Meeting and, in the case of termination pursuant to Section 8.1(b)(i) (Termination Date), the date of termination and (ii) within twelve (12) months after the date of such termination, CME Group enters into a definitive agreement to consummate, or consummates, the transactions contemplated by such CME Group Takeover Proposal or such CME Group Acquisition Transaction, as the case may be, by the second (2nd) Business Day following the date CME Group enters into such definitive agreement or consummates such transaction. (d) For purposes purpose of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.:

Termination Fee. (a) NCF shall pay STITo compensate BFST for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by wire transfer of immediately available fundsBFST, the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated TCBI and BFST agree as follows: (1A) if STI shall terminate If this Agreement pursuant to is terminated by TCBI under the provisions of Section 8.1(g) or 8.1(h9.01(G), then NCF TCBI shall pay to BFST the NCF sum of $2,000,000 (the “Termination Fee on the business day following Fee”) prior to and as of a condition of such terminationtermination in accordance with Section 9.01(G); (B) If this Agreement is terminated by BFST under the provisions of Section 9.01(F), then TCBI shall pay to BFST the Termination Fee in immediately available funds within two (2) if Business Days after notification of such termination has been provided to TCBI; (AC) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time If, after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF an Acquisition Proposal shall pay one-third of the NCF Termination Fee on the business day following such termination; have been made known to TCBI or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to TCBI and (Di) if within thereafter this Agreement is terminated (x) by either BFST or TCBI pursuant to Section 9.01(C) because the Requisite TCBI Vote shall not have been obtained, (y) by either BFST or TCBI pursuant to Section 9.01(B) without the Requisite TCBI Vote having been obtained, or (z) by BFST pursuant to Section 9.01(E), and (ii) prior to the date that is twelve (12) months of after the date of such termination of this Agreementtermination, NCF TCBI enters into any agreement or any of its Subsidiaries executes any definitive agreement consummates a transaction with respect to, to an Acquisition Proposal (whether or consummates, any not the same Acquisition TransactionProposal as that referred to above), then NCF shall pay TCBI shall, on the remaining two-thirds earlier of the NCF Termination Fee upon date it enters into such agreement and the date of consummation of such execution or consummation. If NCF fails to transaction, pay BFST the Termination Fee, provided, however, that for purposes of this Section 9.04(C), all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published references in the Wall Street Journal, from the date such amounts were required definition of Acquisition Proposal to be paid until the date actually received by STI“twenty percent (20%)” shall instead refer to “fifty percent (50%)”. (bD) The parties acknowledge TCBI and BFST each agree that the agreements contained in this Section 8.3 9.04 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, without these agreements, the parties BFST would not have entered enter into this Agreement; accordingly, if TCBI fails to promptly pay any amounts due under this Section 9.04, TCBI shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of BFST (including reasonable legal fees and expenses) in connection with such suit. (cE) For purposes Notwithstanding anything to the contrary set forth in this Agreement, but without limiting the right of any Party to recover liabilities or damages arising out of the other Party’s fraud or willful and material breach of any provision of this Agreement, the term "Acquisition Transaction" shall mean (i) parties agree that if TCBI pays or causes to be paid to BFST the direct or indirect acquisitionTermination Fee and/or the BFST Expenses in accordance with this Section 9.04, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity TCBI (or parent thereofany successor in interest of TCBI) immediately after consummation of such transaction and, as a result of such transaction, no person will not have any further obligations or group (within liabilities to BFST with respect to this Agreement or the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactiontransactions contemplated by this Agreement.

Termination Fee. If this Agreement is terminated pursuant to Section 7.1(f), and Purchaser’s failure to consummate the Closing was solely as a result of a Debt Financing Failure, Purchaser shall be obligated to pay Chemtura, on behalf of Sellers, $49,700,000 in cash (a) NCF the “Purchaser Termination Fee”). If the Purchaser Termination Fee is payable pursuant to the preceding sentence, Purchaser shall pay STI, to or at the direction of Chemtura the Purchaser Termination Fee by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time funds no later than five Business Days after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF (it being understood that in no event shall Purchaser be required to pay the remaining two-thirds of the NCF Purchaser Termination Fee on more than one occasion). If Purchaser fails to promptly pay the Purchaser Termination Fee when due, interest shall accrue on such amount from the date such payment was required to be paid pursuant to the terms of this Agreement until the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) payment at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed rate equal to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending Prime rate prevailing at such time, as published in the Wall Street Journal, from Eastern Edition, plus 500 basis points. Such interest shall be payable at the date same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed. If, in order to obtain such amounts were required payment, Chemtura commences a suit that results in judgment for Chemtura, Purchaser shall pay Chemtura its (and Sellers’) reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit. In the event that Chemtura has the right to be paid until terminate this Agreement and receive the date actually received by STI. (b) The parties acknowledge that Purchaser Termination Fee as provided in the agreements contained in first sentence of this Section 8.3 are an integral part 7.3, the right to terminate this Agreement and receive the Purchaser Termination Fee, together with collecting any interest and other amounts due under the preceding sentence of this Section 7.3 and any amounts due under the indemnification and reimbursement obligations set forth in Section 5.19, shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Seller Related Parties against Purchaser for any and all Losses suffered or incurred by the Seller Related Parties in connection with this Agreement, and the Debt Commitment Letter (and the termination hereof and thereof), the transactions contemplated hereby and thereby (and the abandonment or termination hereof and thereof) or any matter forming the basis for such termination, and no Seller Related Party shall be entitled to bring or maintain any claim, action or proceeding against Purchaser arising out of or in connection with this Agreement, the Debt Commitment Letter, any of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct hereby or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity thereby (or parent the abandonment or termination hereof or thereof) immediately after consummation of or any matters forming the basis for such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactiontermination.

Termination Fee. If (a) NCF shall the Closing has not occurred by August 1, 2007, (b) your employment with Kindred has continued through August 1, 2007, and (c) within 30 days thereafter, your employment hereunder terminates (other than in a termination by the Company for Cause), or if (d) your employment hereunder is terminated by the Company without Cause, or by you with Good Reason, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay STI, by wire transfer you a single lump sum payment of immediately available funds$1.7 million in cash. Upon such payment, the sum obligations of $280 million the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) Company or 8.1(hmake severance payments following termination of employment), then NCF with the consequence that you shall pay the NCF Termination Fee on the business day following such termination; have no further rights under any of these Sections, other than (2in each case) if (A) either party shall terminate this Agreement pursuant your right to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date payment of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date“Accrued Obligations” described in Section 10(a)(i)(A), then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12below and to the benefits described in Section 10(f) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummationbelow). If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (c) For purposes of this Letter Agreement, the term "Acquisition Transaction" “Mutual Release Requirement” shall mean be deemed satisfied as follows: (ix) in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of Mutual Release Requirement shall be deemed satisfied on the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately eighth day after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionyour Termination Date.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate If Buyer terminates this Agreement pursuant to Section 8.1(g9.1(e) of this Agreement or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate Seller terminates this Agreement pursuant to Section 8.1(d9.1(f) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) 12 months of the date of such termination of this agreement, NCF (A) an Acquisition Transaction has been announced with respect to any Seller Entity or any of its Subsidiaries enters into any definitive (B) an Acquisition Agreement with respect toto an Acquisition Transaction has been entered into with respect to Seller or any Seller Entity, or consummatesthen Seller shall pay to Buyer its reasonable out-of-pocket expenses of the Merger, any not to exceed $150,000, promptly after receipt by Seller of an itemized statement of such expenses and, further, upon the consummation of the Acquisition Transaction, then NCF Seller shall pay to Buyer the remaining twosum of $500,000 less the amount paid for Buyer’s out-thirds of the NCF of-pocket expenses (each payment a “Termination Fee”). The Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIto Buyer in same day funds. Seller hereby waives any right to set-off or counterclaim against such amount. (b) If this Agreement is terminated following commencement of any tender or exchange offer for more than 50% of the shares of Seller Common Stock and within 12 months of such termination an Acquisition Transaction has occurred involving the tender offeror or its affiliates and Seller or any Seller Entity, then Seller shall pay to Buyer the Termination Fee described above in same day funds. (c) The parties Parties acknowledge that the agreements contained in this Section 8.3 Article 9 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, that without these agreements, the parties they would not have entered enter into this Agreement. ; accordingly, if Seller fails to pay promptly any fee payable by it pursuant to this Section 9.3, then Seller shall pay to Buyer its reasonable costs and expenses (cincluding reasonable attorneys’ fees) For purposes of this Agreementin connection with collecting such Termination Fee, together with interest on the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion amount of the assets or deposits fee at the prime annual rate of NCF, interest (iias published in The Wall Street Journal) plus 2% as the acquisition by any person same is in effect from time to time from the date such payment was due under this Agreement until the date of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionpayment.

Termination Fee. 4.1 Northern Orion shall pay or cause to be paid to Yamana a termination fee of C$35 million in immediately available funds (the "Termination Fee") if: (a) NCF Yamana shall pay STIterminate this letter agreement as a result of any action of the board of directors of Northern Orion pursuant to Section 16(c) of the letter agreement, provided that: (A) where such action is a Change in Northern Orion Recommendation permitted by wire transfer Section 2(b)(C) of immediately available fundsthis Schedule "A" and such Change in Recommendation is solely as a result of (i) an increase in the Offer Consideration; (ii) Yamana Corporate Action; or (iii) both, no Termination Fee shall be payable; and (B) where such action is a Change in Northern Orion Recommendation solely as a result of a transaction involving the Agua Rica project and such Change in Northern Orion Recommendation is permitted by Section 2(b)(C) of this Schedule “A” and the Disclosure Memorandum, the sum of $280 the Termination Fee and C$15 million (the "NCF Termination Fee") if this Agreement is terminated as follows:shall be payable to Yamana; (1b) if STI Northern Orion shall terminate this Agreement letter agreement in order to enter into a definitive written agreement with respect to a Superior Proposal pursuant to Section 8.1(g16(d) or 8.1(h), then NCF shall pay of the NCF Termination Fee on the business day following such terminationletter agreement; (2c) if either Northern Orion or Yamana shall terminate this letter agreement pursuant to Section 16(e) of the letter agreement in circumstances where the resolution approving the Transaction has not received the required approval of the shareholders of Northern Orion at the Northern Orion Meeting or Post-Amendment Meeting, as applicable, and: (A) either party shall terminate this Agreement pursuant a bona fide Acquisition Proposal has been publicly announced or made by any Person other than Yamana prior to Section 8.1(d) because the required NCF shareholder approval shall special meeting of shareholders of Northern Orion and not have been received publicly withdrawn more than five business days prior to the special meeting of shareholders of Northern Orion, and (B) at any time Northern Orion enters into an agreement with respect to an Acquisition Proposal or an Acquisition Proposal is consummated, after the date of this Agreement letter agreement and at prior to the expiration of 6 months following termination of this letter agreement; (d) ▇▇▇▇▇▇ shall terminate this letter agreement pursuant to Section 16(f) of the letter agreement due to the fault of Northern Orion failing to submit the Transaction for approval by the shareholders of Northern Orion on or before the date that is required by section 7(c) of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated letter agreement, unless such failure is due to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third any of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect tocircumstances described in section 16(f), or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds an order of the NCF Termination Fee on the date of such execution or consummation; anda court; (3e) if (A) either party Yamana shall terminate this Agreement letter agreement pursuant to Section 8.1(c16(g) or STI of the letter agreement as a result of the material breach of the covenants of Northern Orion set out in this Schedule "A"; or (f) ▇▇▇▇▇▇ shall terminate this Agreement pursuant letter agreement in circumstances described in Section 16(k) of the letter agreement and Northern Orion enters into an agreement with respect to Section 8.1(e) an Acquisition Proposal or (f)an Acquisition Proposal is consummated, (B) at any time after the date of this Agreement letter agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the expiration of 6 months following termination of this Agreementletter agreement. 4.2 The Termination Fee (or in the circumstances described in subparagraph 4.1(a)(B), then NCF shall pay one-third the sum of the NCF Termination Fee on and C$15 million) shall be paid to ▇▇▇▇▇▇, in the business day following case of termination in accordance with subparagraphs 4.1(a), (b), (d), or (e) above, concurrently with such termination; and in the circumstances set forth in 4.1(c) and (Df) if within twelve above, at the time the Acquisition Proposal is completed. Northern Orion hereby acknowledges that the Termination Fee amount set out in subparagraph 4.1 (12) months or in the circumstances described in subparagraph 4.1(a)(B), the sum of the date Termination Fee and C$15 million) is a payment of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining twoliquidated damages which is a pre-thirds estimate of the NCF Termination Fee upon the date of such execution damages which ▇▇▇▇▇▇ will suffer or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, incur as a result of the event giving rise to such transaction, no person or group (within damages and the meaning of Section 13(d)(3) resultant non-completion of the Exchange Act) holds 20% Transaction and is not a penalty. Northern Orion hereby irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or more punitive. Upon receipt of payment of such amount by ▇▇▇▇▇▇, ▇▇▇▇▇▇ shall have no further claim against the other in respect of the voting stock of failure to complete the surviving entity (or parent thereof) immediately following consummation of such transaction.Transaction, provided that nothing herein shall preclude ▇▇▇▇▇▇ from seeking injunctive relief

Termination Fee. (ai) NCF Buyer shall pay STI, by wire transfer to Seller the amount of immediately available funds, the sum of Twenty-Five Million Dollars ($280 million 25,000,000) (the "NCF “Termination Fee"”) if this Agreement is terminated as followsterminated: (1A) if STI shall terminate this Agreement by either Seller or Buyer pursuant to Section 8.1(g9.1(b) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement by Seller pursuant to Section 8.1(d9.1(c) because as a result of Buyer’s breach of a representation, warranty or covenant contained in this Agreement and in each case, at the required NCF shareholder approval time of any such termination, (I) any or all of the Required Regulatory Approvals shall not have been received obtained and (II) all of the conditions set forth in Article 7 (other than the receipt of the Required Regulatory Approvals) have been satisfied or waived as of the date of the termination, other than, in each case, those conditions that by their nature are to be satisfied at the Closing and which would have been satisfied at the Closing had the Closing occurred at the time of such termination, or those conditions that have not been satisfied as a result of a material breach by Buyer of its obligations under this Agreement; (B) at by either Seller or Buyer pursuant to Section 9.1(e) as a result of a Restraint arising in connection with any time Required Regulatory Approval; or (C) by Buyer pursuant to Section 9.1(f). (ii) In the event the Termination Fee is payable, such fee will be paid to Seller by Buyer in immediately available funds within (3) Business Days after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated event giving rise to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior obligation to make such datepayment. In addition to the Termination Fee, then NCF Buyer shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect topay, or consummatescause to be paid, any Acquisition Transaction, then NCF shall pay to Seller the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all reasonable costs and expenses (including legal fees and expensesreasonable attorneys’ fees) incurred by STI Seller in connection with any action or proceeding (including the filing pursuit of any lawsuit) taken by it to collect such unpaid amountspayment of the Termination Fee, together with interest on such unpaid amounts at a rate per annum equal to the “prime lending rate prevailing at such timerate” (as announced by Citibank, as published in the Wall Street Journal, N.A. or any successor thereto) from and including the date such amounts were the Termination Fee was required to be paid until pursuant to the date actually received by STIfirst sentence of this Section 9.2(b)(ii) up to and including the payment date. (biii) The parties acknowledge Buyer acknowledges and agrees that (A) the agreements contained in this Section 8.3 9.2(b) are an integral part of the transactions contemplated hereby and constitutes a reasonable estimate of the losses that would be suffered by reason of any termination specified under this Agreement and constitute liquidated Section 9.2(b) in light of the difficulty of accurately determining actual damages and not a penaltyupon such termination, and that, (B) without these agreements, the parties Seller would not have entered enter into this Agreement, and (C) nothing in this Section 9.2(b) shall impair the rights of Seller, subject to Section 11.10(b), to (x) obtain injunctive relief and/or specific performance pursuant to Section 11.10(a) prior to any termination of this Agreement or (y) seek a remedy for any pre-termination Willful Breach of Section 6.3 which has been the direct cause of the failure to obtain any Required Regulatory Approvals and such Willful Breach (i) was not cured by Buyer, within the earlier of fifteen (15) calendar days after its receipt of prompt written notice thereof from Seller and the Termination Date, or (ii) was incapable of being cured. (civ) For purposes Each of Seller and the Company acknowledge that in the event that this AgreementAgreement is terminated under circumstances where the Termination Fee is payable hereunder, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion Seller’s right to receive full payment of the assets or deposits of NCFTermination Fee pursuant to this Section 9.2(b) shall be the sole and exclusive remedy (whether at law, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of mergerin equity, consolidationin contract, share exchange in tort or otherwise) of 20% Seller, the Company and any of their respective Related Parties against Buyer and each of Buyer’s Related Parties for any and all losses or more damages suffered or incurred in connection with this Agreement (and the actual or purported termination hereof) and the transactions contemplated hereby (and the abandonment thereof); provided that notwithstanding the foregoing, nothing in this Section 9.2(b) shall impair the rights of Seller, subject to Section 11.10(b), to (x) obtain injunctive relief and/or specific performance pursuant to Section 11.10(a) prior to any termination of this Agreement or (y) seek a remedy for any pre-termination Willful Breach of Section 6.3 which has been the direct cause of the outstanding shares failure to obtain any Required Regulatory Approvals and such Willful Breach (i) was not cured by Buyer, within the earlier of voting stock fifteen (15) calendar days after its receipt of NCFprompt written notice thereof from Seller and the Termination Date, or (iiiii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction was incapable of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionbeing cured.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate If Parent terminates this Agreement pursuant to Section 8.1(g9.1(e) of this Agreement or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate Signature Bank terminates this Agreement pursuant to Section 8.1(d9.1(f) because of this Agreement, then Signature Bank shall, on the required NCF shareholder approval date of termination, pay to Parent the sum of $1,600,000 prior to the termination or abandonment of this Agreement pursuant to Section 9.1 (the “Termination Fee”). The Termination Fee shall not be paid to Parent in same day funds. Signature Bank hereby waives any right to set-off or counterclaim against such amount. (b) In the event that (i) an Acquisition Proposal with respect to Signature Bank shall have been received and communicated to or otherwise made known to the shareholders, senior management or board of directors of Signature Bank, or any Person shall have publicly announced an intention (Bwhether or not conditional) at any time to make an Acquisition Proposal with respect to Signature Bank after the date of this Agreement, (ii) thereafter this Agreement and at is terminated (A) by Signature Bank or before Parent pursuant to Section 9.1(d) (if the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that Requisite Signature Bank Shareholder Vote has not theretofore been withdrawn prior obtained), (B) by Parent pursuant to such dateSection 9.1(b), then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if or (C) within by Signature Bank or Parent pursuant to Section 9.1(c)(iii), and (iii) prior to the date that is twelve (12) months of after the date of such termination of this agreementtermination, NCF Signature Bank consummates an Acquisition Transaction or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any an Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF Signature Bank shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months earlier of the date of such termination of this Agreement, NCF an Acquisition Transaction is consummated or any of its Subsidiaries executes any definitive agreement with respect tosuch Acquisition Agreement is entered into, or consummatesas applicable, any Acquisition Transaction, then NCF shall pay Parent a fee equal to the remaining two-thirds of the NCF Termination Fee upon in same day funds. For the date avoidance of doubt, Parent shall be entitled to no more than one Termination Fee. Signature Bank hereby waives any right to set-off or counterclaim against such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIamount. (bc) The parties Parties acknowledge that the agreements contained in this Section 8.3 Article 9 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, that without these agreements, the parties Parent would not have entered enter into this Agreement. ; accordingly, if Signature Bank fails to pay promptly any fee payable by it pursuant to this Section 9.3, then Signature Bank shall pay to Parent its reasonable costs and expenses (cincluding reasonable attorneys’ fees) For purposes of this Agreementin connection with collecting such Termination Fee, together with interest on the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion amount of the assets or deposits fee at the prime annual rate of NCF, interest (iias published in The Wall Street Journal) plus 2% as the acquisition by any person same is in effect from time to time from the date such payment was due under this Agreement until the date of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionpayment.

Termination Fee. (a) NCF In recognition of the efforts, expenses and other opportunities foregone by BFC while structuring and pursuing the Merger, TB shall pay STIto BFC a termination fee equal to $1,300,000 (“Termination Fee”), by wire transfer of immediately available funds, funds to an account specified by BFC in the sum event of $280 million any of the following: (i) in the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate event BFC terminates this Agreement pursuant to Section 8.1(g) or 8.1(h7.01(g), then NCF TB shall pay BFC the NCF Termination Fee on the business day following within one (1) Business Day after receipt of BFC’s notification of such termination; ; (2ii) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because in the required NCF shareholder approval shall not have been received and (B) at any time event that after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF an Acquisition Proposal shall pay one-third have been made known to senior management of the NCF Termination Fee on the business day following such termination; TB or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to TB and (DA) if within thereafter this Agreement is terminated (x) by either BFC or TB pursuant to Section 7.01(c) because the Requisite TB Shareholder Approval shall not have been obtained or (y) by BFC pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months of after the date of such termination of this Agreementtermination, NCF or TB enters into any of its Subsidiaries executes any definitive agreement with another party for a transaction with respect to, to an Acquisition Proposal (whether or consummates, any not the same Acquisition TransactionProposal as that referred to above), then NCF shall pay TB shall, on the remaining two-thirds earlier of the NCF Termination Fee upon date it enters into such agreement and the date of consummation of such execution or consummation. If NCF fails transaction, pay BFC the Termination Fee, provided, that for purposes of this Section 7.02(a), all references in the definition of Acquisition Proposal to pay all amounts due “20%” shall instead refer to STI on “50%,” and (iii) in the dates specifiedevent TB terminates this Agreement pursuant to Section 7.01(h), then NCF TB shall pay all costs and expenses BFC the Termination Fee within one (including legal fees and expenses1) incurred by STI in connection with any action or proceeding (including the filing Business Day after TB’s notification of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STItermination. (b) The parties acknowledge In the event this Agreement is terminated by BFC pursuant to Section 7.01(j), BFC shall pay to TB a fee equal to $650,000. (c) TB and BFC each agree that the agreements contained in this Section 8.3 7.02 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, without these agreements, the parties BFC would not enter into this Agreement; accordingly, if TB fails promptly to pay any amounts due under this Section 7.02, TB shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of BFC (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if TB pays or causes to be paid to BFC the Termination Fee in accordance with Section 7.02(a), TB (or any successor in interest of TB) will not have entered into any further obligations or liabilities to BFC with respect to this Agreement or the transactions contemplated by this Agreement. (ce) For purposes of Notwithstanding anything to the contrary set forth in this Agreement, the term "Acquisition Transaction" shall mean (i) Parties agree that if BFC pays or causes to be paid to TB the direct or indirect acquisitionfee in accordance with Section 7.02(b), purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity BFC (or parent thereofany successor in interest of BFC) immediately after consummation of such transaction and, as a result of such transaction, no person will not have any further obligations or group (within liabilities to TB with respect to this Agreement or the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactiontransactions contemplated by this Agreement.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as followsIf: (1i) if STI Seller or Buyer terminates this Agreement pursuant to Section 10.1(g) of this Agreement; and within 12 months of such termination (A) an Acquisition Proposal or Acquisition Transaction has been announced with respect to any Seller Entity or (B) an Acquisition Agreement with respect to an Acquisition Transaction has been entered into with respect to Seller or any Seller Entity, provided that such Acquisition Transaction is subsequently consummated; or (ii) Buyer shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h10.1(f), ; then NCF Seller shall pay to Buyer an amount equal to $2.15 million (the NCF “Termination Fee on Fee”) upon the business day following earlier of such termination; (2) if (A) either party shall terminate this announcement or the entry into such Acquisition Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after or the date of any announcement or statement with respect to any Acquisition Proposal by Seller or its Board of Directors, other than a recommendation for approval of the Merger. Seller hereby waives any right to set-off or counterclaim against such amount. If the Termination Fee shall be payable pursuant to subsection (a)(i) of this Agreement and Section 10.3, the Termination Fee shall be paid in same-day funds at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated prior to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months earliest of the date of consummation of such termination Acquisition Transaction, or the date of this agreement, NCF or any execution of its Subsidiaries enters into any definitive an Acquisition Agreement with respect to, to such Acquisition Transaction or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution any announcement or consummation; and (3) if (A) either party statement with respect to any Acquisition Proposal by Seller or its Board of Directors, other than a recommendation for approval of the Merger. If the Termination Fee shall terminate this Agreement be payable pursuant to subsection (a)(ii) of this Section 8.1(c10.3, the Termination Fee shall be paid in same-day funds upon the earlier of (i) the execution of an Acquisition Agreement with respect to such Acquisition Transaction or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal any announcement or statement with respect to NCF that has not been withdrawn prior to such terminationany Acquisition Proposal by Seller or its Board of Directors, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure other than a recommendation for approval of the Effective Time to occur prior to Merger or (ii) two business days from the date of termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties Parties acknowledge that the agreements contained in this Section 8.3 10.3(a) are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, that without these agreements, the parties they would not have entered enter into this Agreement. ; accordingly, if Seller fails to pay promptly any fee payable by it pursuant to this Section 10.3, then Seller shall pay to Buyer, its costs and expenses (cincluding attorneys’ fees) For purposes of this Agreementin connection with collecting such fee, together with interest on the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion amount of the assets or deposits fee at the prime annual rate of NCF, interest (iias published in The Wall Street Journal) plus 2% as the acquisition by any person same is in effect from time to time from the date such payment was due under this Agreement until the date of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionpayment.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee"; Expense Reimbursement. (i) if If this Agreement is validly terminated as follows: (1) if STI shall terminate this Agreement by Buyer pursuant to Section 8.1(g8.1(a)(ix) or 8.1(h(for the avoidance of doubt, within ten (10) Business Days of such Cyclerion Adverse Recommendation Change), then NCF Cyclerion shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant pay to Section 8.1(dBuyer $500,000 in cash (the “Termination Fee”) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of reimburse Buyer for (1) Buyers’ expenses in connection with this Agreement and the transactions contemplated hereby (excluding the Employee Expenses and R&D Expenses) in an amount equal to $1,000,000, (2) the Employee Expenses actually reimbursed or paid by ▇▇▇▇▇ or Buyer Parent, and (3) the R&D Expenses actually reimbursed or paid by Buyer or Buyer Parent (collectively, the expenses in items (1), (2) and (3), the “Buyer Expense Reimbursement”), in each case, in immediately available funds within three (3) Business Days after such termination. If this Agreement is validly terminated by Buyer pursuant to Section 8.1(a)(iii), or by Cyclerion or Buyer pursuant to Section 8.1(a)(ii) at a time when Buyer had a right to terminate pursuant to Section 8.1(a)(iii) (without giving effect to any notice requirement, cure period or before waiting period set forth therein), then Cyclerion shall pay to Buyer the Buyer Expense Reimbursement in immediately available funds within five (5) Business Days after such termination. If this Agreement is validly terminated by either Party pursuant to Section 8.1(a)(v), Cyclerion shall reimburse Buyer for 50% of the Employee Expenses and R&D Expenses actually paid or reimbursed to Cyclerion by Buyer or Buyer Parent, in immediately available funds within five (5) Business Days after such termination. Any payment of the Termination Fee or Buyer Expense Reimbursement shall be deemed to be liquidated damages and not a penalty, and in no event shall Cyclerion be required to pay the Termination Fee or Buyer Expense Reimbursement on more than one occasion. (ii) If (A) prior to the date of the NCF Shareholders Meeting a bona fide Stockholders’ Meeting, an Acquisition Transaction Proposal shall have been publicly announced made or otherwise publicly communicated to the Board of Directors of NCF Cyclerion and not publicly withdrawn, (a "Public Proposal"B) that has not been withdrawn prior this Agreement is validly terminated by Buyer pursuant to such dateSection 8.1(a)(iii) or by either Party pursuant to Section 8.1(a)(ii) or Section 8.1(a)(v), then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any Cyclerion enters into a definitive agreement with respect to, or consummatesconsummates the transactions contemplated by such Acquisition Proposal; provided, that references to “twenty-five percent (25%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”, then, (x) in respect of termination pursuant to Section 8.1(a)(iii) and Section 8.1(a)(v), Cyclerion shall pay to Buyer the Termination Fee within three (3) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal and (y) in respect of termination pursuant to Section 8.1(a)(ii), Cyclerion shall pay to Buyer the Termination Fee and the Buyer Expense Reimbursement within three (3) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal. (iii) Notwithstanding anything to the contrary herein or in any other Transaction Agreement, (i) in the event that a Termination Fee or Buyer Expense Reimbursement is payable under Section 8.3(a), Buyer’s receipt of such Termination Fee in full and/or, the aggregate amount of the Buyer Expense Reimbursement actually due to Buyer, as applicable, shall be the sole and exclusive remedy of the Buyer Group and their respective Affiliates and Representatives (collectively, the “Buyer Parties”) against Cyclerion, its Subsidiary and their respective Affiliates and Representatives (collectively, the “Cyclerion Parties”) for any damages suffered as a result of the failure of the Closing to be consummated or for a breach or failure to perform hereunder, and no Cyclerion Party shall have any further Liability (including with respect to any other Termination Fee or Buyer Expense Reimbursement) to any Person relating to or arising out of this Agreement or the transactions contemplated hereby, and the Buyer Parties shall be deemed to have waived all other remedies (including equitable remedies) with respect to any and all damages or Liabilities suffered or incurred in connection with this Agreement or the transactions contemplated hereby and (ii) the maximum aggregate Liability of the Cyclerion Parties, taken as a whole, under or in connection with this Agreement and the transactions contemplated hereby shall be limited to an amount equal to the amount of such Termination Fee plus the aggregate potential amount of the Buyer Expense Reimbursement, and in no event shall any of the Buyer Parties seek to recover, or be entitled to recover, any Acquisition Transactiondamages, then NCF shall pay the remaining two-thirds Liabilities or other losses of the NCF any kind, character or description in excess of such amount (including to any other Termination Fee upon or Buyer Expense Reimbursement); provided that the date foregoing shall not limit the ability of such execution or consummation. If NCF fails Buyer to pay all amounts due to STI on the dates specified, then NCF shall pay all recover reimbursement costs and expenses (including legal fees or indemnification pursuant to Article IX, and expensesany such reimbursement, indemnification or interest shall not reduce the amount of such Termination Fee; and provided, further, that nothing in this Section 8.3(a)(iii) incurred shall restrict Buyer’s entitlement to seek and obtain specific performance as and to the extent permitted by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STISection 12.17. (biv) The parties acknowledge Cyclerion acknowledges that the agreements contained in this Section 8.3 8.3(a) are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties Buyer would not have entered enter into this Agreement. (c) For purposes . Accordingly, if Cyclerion fails promptly to pay the Termination Fee or Buyer Expense Reimbursement when due pursuant to this Section 8.3(a), it shall pay any reasonable and documented out-of-pocket costs and expenses incurred by Buyer in connection with enforcing this Agreement to obtain payment of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership such unpaid fee (including by way of mergerlegal action), consolidation, share exchange or otherwise) of 20% or more of together with interest on the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation amount of such transaction and, as unpaid fee at a result of rate per annum equal to 2% from the date such transaction, no person or group fee was required to be paid to (within but excluding) the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionpayment date.

Termination Fee. (a) NCF Target shall pay STI, by wire transfer of immediately available funds, Acquiror the sum of $280 million Termination Fee in the event that: (the "NCF Termination Fee"i) if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement by Acquiror pursuant to Section 8.1(g7.1(c) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2Section 7.1(d) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement hereof and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; there has been an Acquisition Proposal and (D) if within twelve (12) months of following the date of such termination of this Agreement, NCF either an Acquisition Proposal is consummated or any of its Subsidiaries executes any Target enters into a definitive agreement with respect toproviding for an Acquisition Proposal and such Acquisition Proposal is consummated within twelve (12) months following execution of such definitive agreement; provided, however, that for purposes of this Section 7.2(a)(i) only, all references to an Acquisition Proposal made after the termination of this Agreement shall exclude bona fide equity financings in Target in an aggregate amount of shares of capital stock (or consummatessecurities convertible into or exercisable or exchangeable for shares of capital stock) less than thirty percent (30%) of the number of outstanding shares of the Company’s voting securities as of the date of this Agreement for the sole purpose of raising cash for Target; (ii) this Agreement is terminated by Target pursuant to Section 7.1(b)(ii) if after the date hereof and prior to the termination of this Agreement, any there has been an Acquisition TransactionProposal and within nine (9) months following the termination of this Agreement, then NCF either an Acquisition Proposal is consummated or Target enters into a definitive agreement providing for an Acquisition Proposal and such Acquisition Proposal is consummated within nine (9) months following execution of such definitive agreement; or (iii) this Agreement is terminated by Acquiror pursuant to Section 7.1(e) or by Target pursuant to Section 7.1(f). (b) In the event that the Termination Fee becomes payable pursuant to Section 7.2(a), Target shall pay the remaining two-thirds of the NCF Termination Fee upon the date occurrence of such execution or consummationthe event giving rise to the obligation to pay the Termination Fee. (c) For purposes of this Section 7.2, the “Termination Fee” payable by Target shall equal $12,558,050. (d) The parties hereto acknowledge that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement. If NCF Target fails to promptly pay all amounts to Acquiror any Termination Fee due to STI on the dates specifiedhereunder, then NCF Target shall pay all the costs and expenses (including legal fees and expenses) incurred by STI Acquiror in connection with any action action, including any lawsuit or proceeding (including the filing of any lawsuit) other legal action, taken by it to collect such unpaid amountspayment, together with interest on such the amount of any unpaid amounts fee at the publicly announced prime lending rate prevailing at such timeof Citibank, as published in the Wall Street JournalN.A. plus two percent (2%) per annum, compounded quarterly, from the date such amounts were Termination Fee was required to be paid until paid. Payment of the date actually received by STI. (b) The parties acknowledge that the agreements contained Termination Fee described in this Section 8.3 are an integral part 7.2 shall not be in lieu of damages incurred in the transactions contemplated by this Agreement and constitute liquidated damages and not event of a penalty, and that, without these agreements, the parties would not have entered into breach of this Agreement. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.

Termination Fee. (a) NCF shall pay STI, In the event that (i)(A) the Closing fails to occur due to a breach by wire transfer of immediately available funds, Purchaser hereunder that gives rise to a right to terminate the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g12.01(d) or 8.1(h), then NCF shall pay (regardless of whether the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement is terminated by Purchaser pursuant to Section 8.1(d12.01(b)(i)) because the required NCF shareholder approval shall not have been received and or (B) the Purchaser fails to deliver all or any portion of the Aggregate Consideration at any time after the date of this Agreement and Closing or the Reconveyance Amount to the Title Company (each as defined in the ▇▇▇▇▇▇▇ County Lease) at or before the date Closing and (ii) all of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall conditions to Purchaser's obligations to proceed with the Closing under ARTICLE 7 have been publicly announced satisfied or otherwise communicated waived (other than (x) such conditions which by their nature are to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee be satisfied on the business day following Closing Date, but assuming such termination; and if (C) within twelve (12) months condition were capable of being satisfied as of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (Cy) following such conditions that Purchaser's breach have caused not to be satisfied) and Purchaser has failed to consummate the occurrence Closing within two (2) days after the Closing should have occurred pursuant to Section 2.03 (but failed to occur due to such breach by Purchaser) (collectively, a "Purchaser Failure to Close"), then Purchaser (or the Purchaser Guarantor pursuant to the Purchaser Guarantee) shall, upon termination of such Public Proposalthis Agreement by the Seller pursuant to Section 12.01(d), NCF pay to Seller in immediately available funds by wire transfer no later than two (2) Business Days after a written demand by Seller therefor, a fee of thirty-five million dollars ($35,000,000.00) (the "Termination Fee"), as liquidated damages and not as a penalty, it being understood that in no event shall Purchaser be required to pay the Termination Fee on more than one occasion. Notwithstanding anything contained herein to the contrary, subject to the terms set forth herein and in the Purchaser Guaranty and the Equity Commitment Letter, (i) Seller shall have intentionally breached (all rights and not cured after notice thereof) any of its representations, warranties, covenants remedies existing at law or agreements set forth in this Agreement, which breach equity and shall have materially contributed the right to the failure pursue all legal and equitable remedies that may be available to Seller against Purchaser to receive specific performance of the Effective Time to occur prior to the termination terms of this Agreement, then NCF shall pay one-third including upon a Purchaser Failure to Close and (ii) in the event there is a Purchaser Failure to Close and Seller demands and receives the Termination Fee from Purchaser (or the Purchaser Guarantor pursuant to the Purchaser Guarantee), the payment of the NCF Termination Fee on shall be the business day following such termination; sole remedy of Seller and (D) if within twelve (12) months its Affiliates against any member of the date Purchaser Group for, and no member of such termination the Purchaser Group shall have, any liability or obligation for, and Seller and its Affiliates shall not otherwise make any Claim for, any matter under, relating to or arising out of, the transactions contemplated pursuant to this Agreement, the Purchaser Guarantee, the Equity Commitment Letter or any other Contract, document or agreement delivered pursuant to this Agreement, whether based on contract, tort, strict liability, other Applicable Laws or otherwise, or any Claim, based on, in respect of, or by reason of any of the foregoing. For the avoidance of doubt, if Seller pursues specific performance of the terms of this Agreement, NCF or any of it shall not be deemed to waive its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds right to demand payment of the NCF Termination Fee upon at any time thereafter; provided, that Seller shall not demand payment of the date Termination Fee if an order of such execution or consummation. If NCF fails specific performance to pay all amounts due consummate the Closing pursuant to STI on the dates specifiedterms of this Agreement has been granted, then NCF and Seller shall pay all costs not pursue specific performance of the terms of this Agreement after it has demanded and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including received the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STITermination Fee. (b) The parties Parties acknowledge that the agreements contained in this Section 8.3 12.03 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, that the parties Parties would not have entered into this AgreementAgreement without the agreements in this Section 12.03. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.

Termination Fee. (a) NCF Target shall pay STIAcquiror, by wire transfer of immediately available funds, the sum of $280 million 8,000,000.00 (the "NCF “ Termination Fee"”) if this Agreement is terminated as follows: (1i) if STI Acquiror shall terminate this Agreement pursuant to Section 8.1(g) or Section 8.1(h) (or if this Agreement is terminated pursuant to Section 8.1(c), but at the time of such termination Acquiror could have terminated this Agreement pursuant to Sections 8.1(g) or 8.1(h)), then NCF Target shall pay the NCF Termination Fee on the business day following such termination; (2ii) if (A) either party Acquiror or Target shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval Target Shareholder Approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Target Shareholders Meeting a bona fide Acquisition Transaction Proposal shall have been publicly announced by or otherwise communicated or made known to senior management or to the Board board of Directors directors of NCF Target (a "“Public Proposal") that ”), which has not been withdrawn prior to such date, then NCF shall pay one-third the date of the NCF Termination Fee on the business day following such termination; termination of this Agreement, and if within nine (C) within twelve (129) months of the date of such termination of this agreement, NCF or any of its Subsidiaries Agreement Target enters into any a definitive Agreement agreement with respect to, or consummates, any Acquisition TransactionProposal (whether or not the same Acquisition Proposal as that referred to above), then NCF Target shall pay the remaining two-thirds of the NCF Termination Fee on the earlier of the date of Target’s execution of such execution definitive agreement or consummation; andconsummation of such Acquisition Proposal; (3iii) if (A) either party Acquiror or Target shall terminate this Agreement pursuant to Section 8.1(c) or STI Acquiror shall terminate this Agreement pursuant to Section 8.1(e) or (f), and (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF Target that has not been withdrawn prior to such termination, termination and within nine (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (129) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any Agreement Target enters into a definitive agreement with respect to, or consummates, any Acquisition TransactionProposal (whether or not the same Acquisition Proposal as that referred to above), then NCF Target shall pay the remaining two-thirds of the NCF Termination Fee upon on the earlier of the date of Target’s execution of such execution definitive agreement or consummationconsummation of such Acquisition Proposal; or (iv) if Target shall terminate this Agreement pursuant to Section 8.1(j). For purposes of this Section 8.3(a), all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%”. (b) If NCF Target fails to pay all amounts due to STI the Termination Fee payable under this Section 8.3 on the dates specified, then NCF Target shall pay all costs and expenses (including reasonable legal fees and expenses) incurred by STI Acquiror in connection with any action or proceeding (including the filing of any lawsuit) taken by it Acquiror to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIreceived. (bc) The parties acknowledge (i) that the agreements contained in this Section 8.2 and Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and (ii) that, without these agreements, the parties would not have entered into this AgreementAgreement and (iii) except in the event of fraud or a termination of this Agreement resulting from the willful or intentional breach in any material respect of this Agreement by Target, the Termination Fee provided for in Section 8.3 shall be the sole and exclusive remedy of Acquiror in the event of the termination of this Agreement in any of the manners stipulated in Section 8.3. (cd) For purposes Notwithstanding anything to the contrary herein, but without limiting the right of this Agreementany party to recover liabilities or damages, the term "Acquisition Transaction" maximum aggregate amount of fees payable by Target under this Section 8.3 shall mean (i) be equal to the direct or indirect acquisition, purchase or assumption of all or a substantial portion of Termination Fee and in no event shall Target be obligated to pay the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or Termination Fee on more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionone occasion.

Termination Fee. (a) NCF If this Agreement is terminated by Parent pursuant to Section 8.2(c) or (d), then the Company shall pay STIreimburse Parent and the Purchaser their actual, incurred expenses directly relating to the transactions contemplated by wire transfer of immediately available funds, this Agreement up to the sum of $280 million 300,000 in the aggregate (the "NCF “Expense Payment”) promptly (but no later than one Business Day) after Parent and the Purchaser provide the Company reasonable evidence of such expenses. If the Expense Payment is payable pursuant to the preceding sentence and within 18 months after such termination of this Agreement the Company consummates a Termination Transaction with a third party, the Company shall pay to Parent a termination fee equal to $900,000 (the “Termination Fee"”) if promptly (but in no event later than one Business Day) after consummation of the Termination Transaction. If this Agreement is terminated as follows: (1) if STI shall terminate this Agreement by either party pursuant to Section 8.1(g8.1(c) or 8.1(h)and, then NCF shall pay the NCF Termination Fee on the business day following prior to such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide , an Acquisition Transaction shall have by a third party has been publicly announced or otherwise communicated become publicly known or a third party has publicly announced an intention to make a proposal with respect to an Acquisition Transaction and the Board of Directors of NCF (Company consummates a "Public Proposal") that has not been withdrawn prior to Termination Transaction with such datethird party within 18 months after such termination, then NCF the Company shall pay one-third to Parent and the Purchaser (i) the Expense Payment promptly (but no later than one Business Day) after Parent and the Purchaser provide the Company reasonable evidence of such expenses and (ii) the Termination Fee promptly (but in no event later than one Business Day) after consummation of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of Transaction. If this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) is terminated by either party shall terminate this Agreement pursuant to Section 8.1(c8.1(b) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f)and, (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, an Acquisition Transaction by a third party has been publicly announced or otherwise become publicly known or a third party has publicly announced an intention to make a proposal with respect to an Acquisition Transaction and the Company consummates a Termination Transaction with such third party within 18 months after such termination, then the Company shall pay to Parent and the Purchaser the Expense Payment promptly (Cbut no later than one Business Day) following after Parent and the occurrence Purchaser provide the Company reasonable evidence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) If this Agreement is terminated by the Company pursuant to Section 8.3(a), then (i) the Company shall pay to Parent and the Purchaser the Expense Payment promptly (but no later than one Business Day) after Parent and the Purchaser provide the Company reasonable evidence of such expenses, (ii) the Company shall pay to Parent a termination fee equal to $300,000 (the “Interim Fee”) promptly (but no later than one Business Day) after entering into a definitive acquisition agreement with respect to a Superior Proposal, and (iii) if within 18 months after such termination of this Agreement the Company consummates a Termination Transaction, the Company shall pay Parent an additional termination fee equal to $600,000 (the “Final Fee”) promptly (but in no event later than one Business Day) after such consummation. (c) If this Agreement is terminated by Parent pursuant to Section 8.2(a) (other than solely due to a Loss Reserve MAE) or Section 8.2(b), then the Company shall pay to Parent and the Purchaser the Expense Payment promptly (but no later than one Business Day) after Parent and the Purchaser provide the Company reasonable evidence of such expenses. (d) Acceptance by Parent and Purchaser of any payments referred to in this Section shall constitute conclusive evidence that this Agreement has been validly terminated, and upon such acceptance the Company shall be fully released and discharged from any liability or obligation resulting from or under this Agreement (except that acceptance of the Expense Payment shall not relieve the Company from its obligation to pay the Termination Fee in accordance with this Section). The parties acknowledge Expense Payment and Termination Fee shall be paid by wire transfer to Parent. (e) The Company acknowledges that the agreements contained in this Section 8.3 8.6 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, without these agreements, the parties Parent would not have entered enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 8.6, and, in order to obtain the payment, Parent commences a suit which results in a judgment against the Company for the payment set forth in this Section 8.6, the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with this suit, together with interest on the amount due from each date for payment until the date of the payment at the prime rate of interest as charged by Fifth Third Bank, in effect on the date the payment was required to be made. (cf) For purposes of this Agreement, the term "Acquisition a “Termination Transaction" ” shall mean any acquisition of more than fifty percent (i50%) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits Company and its subsidiaries, taken as a whole, by means of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of a merger, consolidation, share exchange or otherwiseother business combination involving the Company and its subsidiaries, or acquisition of more than fifty percent (50%) of 20% the assets or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting capital stock of the surviving entity (or parent thereof) immediately after consummation of such transaction andCompany and its subsidiaries, taken as a result of such transactionwhole, no person in each case other than the transactions with Parent or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionPurchaser contemplated by this Agreement.

Termination Fee. (a) NCF (i) In the event that Parent terminates this Agreement pursuant to Sections 8.1(b), then AHB shall pay STI, Parent a fee equal to $500,000 by wire transfer of immediately available funds, same day funds no later than the sum fifth (5th) Business Day after receipt by AHB of $280 million a Notice of Termination (as defined below); or (ii) in the "NCF Termination Fee") if event that this Agreement is terminated as follows:pursuant to Sections 8.1(f) or 8.1(g), then AHB shall pay Parent a fee equal to $900,000 by wire transfer of same day funds no later than the fifth (5 th) Business Day after receipt by AHB of a Parent Notice of Termination. (1b) if STI shall terminate In the event that AHB terminates this Agreement pursuant to Section 8.1(g) or 8.1(hSections 8.1(b), then NCF Parent shall pay AHB a fee equal to $500,000 by wire transfer of same day funds no later than the NCF Termination Fee on the business day following such termination;fifth (5th) Business Day after receipt by Parent of an AHB Notice of Termination. (2c) if (A) either party For purposes of this Section 8.3, a “Notice of Termination” shall terminate be in writing and state the section of this Agreement pursuant to Section 8.1(d) because which a termination is made; the required NCF shareholder approval shall not have been received amount of termination fee claimed; wire transfer instructions for payment of such fee; and (B) at any time after the date of this Agreement and at or before the date a statement of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to reason the Board of Directors of NCF (a "Public Proposal") that party has not been withdrawn prior to such date, then NCF shall pay one-third of terminated the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI the section delineated in such notice. Delivery of a Notice of Termination shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed be made by hand delivery to the failure executive offices of the Effective Time to occur prior to the termination receiving party and a written acknowledgement of this Agreement, then NCF receipt shall pay one-third be executed by an officer of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIreceiving party. (bd) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyTransaction, and that, without these agreements, the parties would not have entered enter into this Agreement. ; accordingly, if a party fails promptly to pay the amount due pursuant to this Section 8.3 (c) For purposes of this Agreementthe “Failing Party”), and, in order to obtain such payment, the term "Acquisition Transaction" other party commences a legal action which results in a judgment against the Failing Party for the fee set forth in this Section 8.3, the Failing Party shall mean pay to the other party its costs and expenses (iincluding attorney’s fees and expenses) in connection with such legal action, together with interest on the direct or indirect acquisition, purchase or assumption of all or a substantial portion amount of the assets or deposits of NCF, (ii) fee at the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of rate on six-month U.S. Treasury obligations plus 300 basis points in effect on the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant date such payment was required to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionbe made.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, If LabCorp terminates the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement merger agreement pursuant to Section 8.1(g) or 8.1(h)any LabCorp termination rights, then NCF shall Monogram must pay the NCF Termination Fee on the LabCorp promptly, but in no event later than two business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time days after the date of this Agreement termination, a termination fee of $4,500,000 in cash (the “Termination Fee”). • If Monogram terminates the merger agreement pursuant to the Monogram termination rights, then Monogram must pay the Termination Fee prior to and at or before as a condition to the date effectiveness of the NCF Shareholders Meeting termination. • If (i) LabCorp or Monogram terminates the merger agreement pursuant to the second mutual termination right above or LabCorp terminates pursuant to the first mutual termination right above, and (ii) following the execution and delivery of the merger agreement and prior to termination, a bona fide Acquisition Transaction shall have been Takeover Proposal (whether or not a continuation or renewal of, or otherwise relating to, any Takeover Proposal that was publicly announced or otherwise communicated became publicly known prior to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third execution and delivery of the NCF merger agreement) is publicly announced or has become publicly known (referred to as a “Pre-Termination Fee on the business day following such termination; Takover Proposal”), and if (Ciii) concurrently with, or within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to following such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any Monogram enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any Acquisition TransactionPre-Termination Takeover Proposal or Post-Termination Takeover Proposal, then NCF shall then, Monogram must pay to LabCorp the remaining two-thirds Termination Fee promptly following the earlier of the NCF execution of the definitive agreement with respect to, or the consummation of, any transaction contemplated by any Pre-Termination or Post-Termination Takeover Proposal (and in any event not later than two business days after Monogram receives notice of demand for payment from LabCorp). A “Post-Termination Takeover Proposal” is any Takeover Proposal that shall have first become known to Monogram after the termination of the merger agreement by either LabCorp or Monogram pursuant to the second mutual Table of Contents termination right above or by LabCorp pursuant to the first mutual termination right above; provided, however, that for purposes of this definition, reference to “10% or more” in the definition of a Takeover Proposal are deemed to be references to “50% or more”. The Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were is required to be paid until the date actually received by STI. (b) The parties acknowledge wire transfer of immediately available funds to an account designated in writing by LabCorp. Monogram acknowledged that the agreements contained in this Section 8.3 the Termination Fee provisions are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, the merger agreement and that, without these agreementsthose provisions, the parties LabCorp would not have entered into this Agreementthe merger agreement. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.

Termination Fee. The following provisions shall be added at the end of Section 2.1(A)(2) of the Loan Agreement: (i) Subject to Lender's right to terminate and cease making Advances as provided for in this Agreement, this Agreement shall continue in full force and effect until the full performance and indefeasible payment in cash of all Obligations, unless terminated sooner as provided in this Section 2.1(A)(2). Borrowers may terminate this Agreement at any time upon not less than sixty (60) calendar days' prior written notice to Lenders and upon full performance and indefeasible payment in full in cash of all Obligations on or prior to such 60th calendar day after such written notice is deemed to have been delivered to Lenders. All of the Obligations shall be immediately due and payable upon any such termination on the termination date stated in any notice of termination (the "Early Termination Date"); provided that, notwithstanding any other provision of any Loan Document, the Early Termination Date shall be effective no earlier than the first Business Day of the month following the expiration of the sixty (60) calendar days' prior written notice period. Notwithstanding any other provision of any Loan Document, no termination of this Agreement shall affect Lenders' rights or any of the Obligations existing as of the effective date of such termination, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations have been fully performed and indefeasibly paid in cash in full. The Liens granted to Lenders under the Loan Documents and the financing statements filed pursuant thereto and the rights and powers of Lender shall continue in full force and effect notwithstanding the fact that Borrowers' borrowings hereunder may from time to time be in a zero or credit position until all of the Obligations have been fully performed and indefeasibly paid in full in cash. (ii) If (a) NCF shall pay STIBorrowers terminate the Revolving Facility in whole under this Section 2.1(A)(2); (b) Borrowers voluntarily or involuntarily repay the Obligations in whole (other than reductions to zero of the outstanding balance of the Revolving Facility resulting from the ordinary course operation of the provisions of Section 2.4), whether by wire transfer virtue of immediately available fundsLenders' exercising their right of set off or otherwise; or (c) the Obligations are accelerated in whole by Lenders (each of the events described in (a), the sum of $280 million (the b) and (c) above being hereinafter referred to as, a "NCF Termination FeeRevolver Termination") if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF at the effective date of any such Revolver Termination, Borrowers shall pay Lenders (in addition to the NCF Termination Fee on then outstanding principal, accrued interest and other Obligations relating to the business day following such termination; (2) if (A) either party shall terminate this Agreement Revolving Facility pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date terms of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (fother Loan Document), (B) at any time after to compensate Lenders for the date loss of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (bargain and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. an amount equal to two percent (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(32%) of the Exchange ActFacility Cap if the Revolver Termination occurs on or prior to March 1, 2006 and an amount equal to one percent (1%) holds 20% or more of the voting stock of Facility Cap if the surviving entity (or parent thereof) immediately following consummation of such transactionRevolver Termination occurs after March 1, 2006 but prior to March 1, 2007."

Termination Fee. (a) NCF If all of the conditions to the Parent’s, Buyer’s and Merger Sub’s obligations to consummate the Closing under Article 8 have been satisfied (other than any such conditions which by their nature are to be, and would be, satisfied at the Closing) and Parent, Buyer and Merger Subsidiary refuse to effect the Closing, then the Company may terminate this Agreement and the parties agree that upon such termination the Company shall have suffered a loss and value to the Company of an incalculable nature and amount, unrecoverable in law, and Buyer shall pay STIto the Company a fee of $1,000,000 (the “Termination Fee”) as liquidated damages, it being understood that in no event shall Buyer be required to pay the Termination Fee on more than one occasion. The Termination Fee shall be payable in immediately available funds by wire transfer of immediately available funds, to the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows:Company no later than three Business Days after such termination. (1b) if STI shall terminate If (i) Buyer terminates this Agreement pursuant to Section 8.1(g) or 8.1(h7.1(g), then NCF shall pay (ii) the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate Company terminates this Agreement pursuant to Section 8.1(d7.1(h) because or (iii) this Agreement is terminated following the required NCF shareholder approval shall completion of a Shareholder Vote at which the Merger was not have been received and (B) at any time after approved in accordance with the date WBCA and, in the case of this Agreement clause (iii), a Third-Party Acquisition Proposal had been disclosed at the time of such Shareholder Vote and at or before the date of the NCF Shareholders Meeting Company consummates a bona fide Third-Party Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day Proposal within 12 months following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transactiontermination, then NCF the Company shall pay to Buyer the remaining two-thirds of Termination Fee, it being understood that in no event shall Buyer be required to pay the NCF Termination Fee on the date of such execution or consummation; and (3) if more than one occasion. The Termination Fee shall be payable in immediately available funds by wire transfer to Buyer (A) either party shall terminate this Agreement no later than three Business Days after termination, in the case of termination by Buyer pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f7.1(g), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal concurrently with respect to NCF that has not been withdrawn prior to such termination, in the case of termination by the Company pursuant to Section 7.1(h) and (C) following at the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure time of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third consummation of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Third-Party Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIProposal. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.

Termination Fee. As consideration for Lessee's agreement to ---------------- terminate the Lease and for Lessee's vacating and surrendering the Premises in a timely manner and as required hereunder and fulfilling all of the Termination Conditions, Lessor will pay to Lessee a sum (the "Termination Fee") calculated as set forth herein, payable as follows: (i) the sum of One Hundred Thousand Dollars ($100,000.00) within ten (10) days after the full execution and delivery of this Agreement; (ii) the additional sum of One Hundred Thousand Dollars ($100,000.00) on or before the later of (a) NCF May 31, 2001, or (b) ten (10) days after the vacation and surrender of Phase I in accordance with this Agreement; and (iii) in the event that no new lessee shall be found for Phase IIA on the terms set forth above who shall begin paying rent for Phase IIA on or before January 1, 2002, then Lessor shall pay STIto Lessee within ten (10) days after the end of each of January, by wire transfer February and March of immediately available fundsthe calendar year 2002, the sum of Twenty-five Thousand Dollars ($280 million (the "NCF Termination Fee"25,000) if this Agreement is terminated as follows: (1) if STI for each of those months for which no such new lessee shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) found or shall be paying rent; provided that if Lessee subleases Phase IIA at any time after prior to January 1, 2002, then Lessee shall not be entitled to the date of this Agreement and at or before the date portion of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this AgreementParagraph 4(iii); provided further, which breach however, that if Lessee shall have materially contributed file for bankruptcy protection or if there shall occur any other Lessee Default or Breach beyond any applicable cure period set forth in the Lease, then Lessor may terminate this Agreement and reinstate the Lease as to the failure of the Effective Time to occur entire Premises prior to the termination Phase I Termination Date and surrender of this AgreementPhase I, then NCF and as to the entire Phase II following the Phase I Termination Date (in which event the Lease shall pay one-third remain in full force and effect with respect to the applicable Phase or Phases of the NCF Termination Fee on the business day following such termination; Premises, and (D) if within twelve (12) months Lessor shall have no further obligation to make any remaining unpaid payments of the date of such termination of this Agreement, NCF Termination Fee) or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay Lessor may consider the remaining two-thirds Lease terminated as to Phase I as of the NCF Phase I Termination Fee upon Date, and as to Phase II as of the Phase II Termination Date selected by Lessor within the date of such execution or consummation. If NCF fails range set forth in Paragraph 2.C. above, subject to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part Lessor's payment of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial applicable portion of the assets Termination Fee (less any and all damages, costs, expenses or deposits of NCF, (ii) the acquisition liabilities incurred by Lessor due to any person of direct or indirect beneficial ownership (including failure by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant Lessee to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, satisfy any Termination Condition as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionand when required hereunder).

Termination Fee. (a) NCF shall pay STI9.1 Subject to clause 9.2, by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF Manitowoc shall pay the NCF Termination Fee to the Company if any of the Regulatory Conditions have not been satisfied or (where applicable) waived on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction Long Stop Date. 9.2 No Termination Fee shall have been publicly announced or otherwise communicated be payable if, prior to the Board of Directors of NCF (a "Public Proposal") that Long Stop Date: 9.2.1 the Company has not been withdrawn prior to materially breached its obligations under Clause 4.1 or Clause 4.4 and Manitowoc has complied with its obligations under Clause 4.4.6 and such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that breach has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure non-satisfaction of any of the Effective Time to occur Regulatory Conditions prior to the termination Long Stop Date; or 9.2.2 the Directors have withdrawn or adversely modified or qualified their recommendation to shareholders in the Company to vote in favour of this Agreementthe Scheme and the General Meeting Resolutions (or if applicable to accept an Offer); or 9.2.3 the Acquisition has lapsed or has been withdrawn by Manitowoc invoking (whether before or after posting of the Scheme Document) any condition other than the Regulatory Conditions. 9.3 If the Termination Fee becomes payable, Manitowoc shall pay such fee in immediately available funds forthwith upon demand being made by the Company. 9.4 The parties intend and shall use all reasonable endeavours to secure that the Termination Fee is not treated for VAT purposes as consideration for a taxable supply. 9.5 If and to the extent that any tax authority determines that the Termination Fee is consideration for a taxable supply, the Termination Fee shall be treated as inclusive of VAT and no amounts in respect of VAT shall be payable in addition to the Termination Fee but if the Termination Fee is the consideration for a supply in respect of which the Company or the Company Representative Member is liable for VAT, then NCF Manitowoc shall pay one-third of (or shall procure that the NCF Termination Fee on the business day following such termination; and (DManitowoc Representative Member shall) if within twelve (12) months of the date use reasonable endeavours to obtain any available refund or credit in respect of such termination of this Agreement, NCF VAT. The Company shall provide such assistance to Manitowoc (or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expensesManitowoc Representative Member) incurred by STI in connection with any action or proceeding as is reasonably necessary (including the filing making available of any lawsuitsuch invoices, information and assistance as may reasonably be required) taken by it to collect enable Manitowoc (or the Manitowoc Representative Member) to obtain such unpaid amountsa refund or credit. If and to the extent that Manitowoc (or the Manitowoc Representative Member) receives such a refund or credit, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. Manitowoc shall (b) The parties acknowledge or shall procure that the agreements contained in this Section 8.3 are Manitowoc Representative Member shall) within five Business Days of receiving the refund or credit, pay an integral amount equal to such refund or credit to the Company. Such amount so paid shall not form part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, Termination Fee for the parties would not have entered into this Agreement. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.

Termination Fee. (a) NCF shall pay STICarbon Black is required to pay, by wire transfer of immediately available fundsor cause to be paid, the sum to parent a termination fee of $280 70 million (the "NCF “Termination Fee"”) if this if: • Carbon Black terminates the Merger Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant in order to Section 8.1(g) or 8.1(h)enter into an Acquisition Agreement, then NCF shall pay in which case payment of the NCF Termination Fee on must be made concurrently with (as a condition to) termination of the Merger Agreement; • Parent terminates the Merger Agreement following an Adverse Recommendation Change, if the Takeover Proposal has been made public and Carbon Black fails to reaffirm the Carbon Black Board Recommendation upon the written request of Parent or by Carbon Black if the Acceptance Time has not occurred by the Outside Date or if the Offer has expired at any time when one more Offer conditions has not been satisfied or waived or been terminated or withdrawn prior to the Acceptance Time, in which case payment of the Termination Fee must be made within two business day days following such termination; (2) termination of the Merger Agreement; and • if (Ai) either party shall terminate this following the date of the Merger Agreement pursuant and prior to Section 8.1(d) because the required NCF shareholder approval time of termination of the Merger Agreement, a Takeover Proposal is publicly announced or has been made or known by the Carbon Black Board or Carbon Black management (and such Takeover Proposal shall not have been received and withdrawn (Bpublicly if such Takeover Proposal shall have been made or otherwise disclosed publicly) prior to the time of the termination of the Merger Agreement), (ii) thereafter the Merger Agreement is Table of Contents terminated (1) by Carbon Black or Parent because the Acceptance Time has not occurred by the Outside Date or if the Offer has expired at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that when one more Offer conditions has not been satisfied or waived or been terminated or withdrawn prior to such datethe Acceptance Time (and the conditions set forth in section (b) of annex I to the Merger Agreement (if the injunction or other Order relates to antitrust laws) and section (c) of annex I to the Merger Agreement are satisfied), then NCF shall pay one-third or (2) by Parent if Carbon Black breaches any of its representations or warranties or fails to perform any of its covenants or agreements contained in the NCF Termination Fee on the business day following such termination; Merger Agreement, and if (Ciii) within twelve (12) 12 months of following the date of such termination of this agreementtermination, NCF or any of its Subsidiaries Carbon Black enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal contract with respect to NCF or recommends any Takeover Proposal or any transaction specified in the definition of Takeover Proposal (provided that has references to “15%” in the definition of Takeover Proposal are deemed to be references to “50%” for purposes of this clause (iii)) is consummated, in each case whether or not been withdrawn prior involving the same Takeover Proposal or the person making the Takeover Proposal referred to in clause (i), in which case payment of the Termination Fee must be made within two business days following the earlier of the date on which Carbon Black enters into such terminationcontract, makes such recommendation, or consummates such transaction. The parties have agreed that irreparable damage would occur if any of the provisions of the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached, and (C) following that money damages or other legal remedies would not be an adequate remedy for any such non-performance or breach. Accordingly, the occurrence of such Public Proposalparties have agreed that, NCF shall have intentionally breached (subject to certain requirements and not cured after notice thereof) any of its representations, warranties, covenants or agreements limitations as set forth in this the Merger Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (c) For purposes will be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption without proof of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange damages or otherwise) of 20% , and in addition to any other remedy at law or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionin equity.

Termination Fee. To compensate Bancshares for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by Bancshares, First United and Bancshares agree as follows: (a) NCF Provided that Bancshares shall not be in material breach of any covenant or obligation under this Agreement (which breach, if susceptible to cure, has not been cured promptly following receipt of written notice thereof by First United specifying in reasonable detail the basis of such alleged breach), First United shall pay STI, by wire transfer of immediately available funds, to Bancshares the sum of $280 million 1,875,000 (the "NCF “Termination Fee"”) if this Agreement is terminated as follows: (1i) if STI shall terminate this Agreement pursuant to by First United under the provisions of Section 8.1(g) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f9.1(f), (Bii) at any time after by either Bancshares or First United under the date provisions of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (CSection 9.1(d) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed due to the failure of the Effective Time First United shareholders to occur prior approve and adopt this Agreement and the Merger, if at the time of any failure by the shareholders of First United to approve and adopt this Agreement and the Merger there shall exist an Acquisition Proposal with respect to First United and, within twelve months of the termination of this Agreement, then NCF shall pay one-First United enters into a definitive agreement with any third party with respect to any such Acquisition Proposal or (iii) by Bancshares under the provisions of Section 9.1(g). The payment of the NCF Termination Fee on the business day following such termination; shall be Bancshares’ sole and (D) if within twelve (12) months of the date of such exclusive remedy with respect to termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI Agreement as set forth in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIthis Section 9.3(a). (b) The parties acknowledge that the agreements contained in Any payment required by paragraph (a) of this Section 8.3 are an integral part 9.3 shall become payable within two (2) business days after receipt by the non-terminating party of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into written notice of termination of this Agreement; provided, however, that if such termination payment is required pursuant to clause (ii) of Section 9.3(a), then such termination payment shall become payable within two (2) business days after the execution and delivery by First United of such definitive agreement. (c) For purposes of this Agreement, “Acquisition Proposal” means a written offer or proposal which contains a fixed price per share or a mathematically ascertainable formula for calculating a price per share for First United Common Stock regarding any of the term "Acquisition Transaction" shall mean following (other than the transactions contemplated by this Agreement) involving First United: (i) the direct or indirect acquisitionany merger, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of mergerreorganization, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCFexchange, or (iii) a merger, consolidationrecapitalization, business combination, liquidation, dissolution or other similar transaction of involving any sale, lease, exchange, mortgage, pledge, transfer or involving NCFother disposition of, other than a merger, business combination all or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more substantially all of the voting assets or equity securities or deposits of First United in a single transaction or series of related transactions which could reasonably be expected to impede, interfere with, prevent or materially delay the completion of the Merger; (ii) any tender offer or exchange offer for all or substantially all of the outstanding shares of capital stock of First United or the surviving entity filing of a registration statement under the Securities Act in connection therewith; or (iii) any public announcement of a proposal, plan or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) intention to do any of the Exchange Act) holds 20% foregoing or more any agreement to engage in any of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionforegoing.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, In the sum of $280 million (event that the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall Borrowers cancel or terminate this Agreement pursuant and pay in full all amounts outstanding hereunder prior to the Revolving Loan Maturity Date, the Borrowers will, jointly and severally, pay to Lender, a termination fee equal to (i) [*] of the maximum stated principal amount of the Loan if such cancellation or termination occurs on or before the first anniversary of the Closing Date, and (ii) [*] of the maximum stated principal amount of the Loan if such cancellation or termination occurs after the first anniversary of the Closing Date. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing at any time when the Borrowers cancel or terminate this Agreement, the Borrowers jointly and severally agree to pay a default termination fee equal to [*] of the maximum stated principal amount of the Loan. Notwithstanding the first sentence of this Section 8.1(g) or 8.1(h3.4 (a), then NCF shall pay if the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall Borrowers cancel or terminate this Agreement pursuant to Section 8.1(d) because within 180 days of Lender reducing the required NCF shareholder approval shall not have been received and (B) at advance rate on Eligible Financial Assets below [*] or establishing a Reserve greater than [*] from any time after the date of this Agreement and at or before the date Reserve in effect of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board time of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such dateincrease, then NCF shall pay one-third Lender will permit such cancellation or termination without the payment of the NCF Termination Fee on the business day following such termination; and if fee described in clause (Ca) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(ei) or (f), a) (Bii) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIabove. (b) The parties acknowledge that If after the agreements contained in this Section 8.3 are an integral part first anniversary of the transactions contemplated Closing Date, the Borrowers provide to Lender an unconditional (other than subject to customary closing conditions) loan commitment for a credit facility that [*] from a reputable bank or finance company, Lender shall have the right of first refusal to provide a commitment to the Borrowers in such amount on substantially similar terms and will have the right to participate with such lender (if agreed to by this Agreement such other lender) in such credit facility in a principal amount of [*] such other amount as Lender shall agree. Lender shall exercise its right of first refusal within a reasonable period of time (to provide for due diligence and constitute liquidated damages and not a penaltycredit approval, among other items) after Lender has been presented with such commitment or such right shall be deemed waived by Lender, and thatBorrower shall be, without these agreementsthereafter, permitted to consummate the parties would financing with such replacement lender. If Lender declines to exercise any such right of first refusal or to participate (or waives the same and no Event of Default has occurred and is continuing hereunder), Borrower shall not have entered into this Agreementbe obligated to pay to Lender the [*] termination fee described in clause (a)(ii) above. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion In view of the assets or deposits impracticality and difficulty of NCF, (ii) the acquisition ascertaining actual damages and by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more mutual agreement of the outstanding shares parties as to a reasonable calculation of voting stock lost profits of NCF, Lender as a result of an early cancellation or (iii) a merger, consolidation, business combination, liquidation, dissolution termination. Borrowers hereby agree to pay to Lender the applicable termination fee or similar transaction default termination in accordance with this Section 3.4. Such fees shall be presumed to be the amount of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, damages sustained by Lender as a result of such transactionearly termination or cancellation, no person or group (within and Borrowers agree that such amount is reasonable under the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactioncircumstances.

Termination Fee. (a) NCF In order to induce SWI to enter into this Agreement and to reimburse SWI for its costs and expenses related to entering into this Agreement and preparing for the consummation of the transactions contemplated by this Agreement, PTI will make a cash payment to SWI of $300,000 if and only if: (i) SWI or PTI has terminated this Agreement pursuant to Section 9.1(e) and prior to such termination or within twelve (12) months thereafter, (A) PTI or a Principal Shareholder shall pay STIhave entered into an agreement to engage in an Acquisition Transaction with any person other than SWI or (B) the Board of Directors of PTI shall have approved an Acquisition Transaction or recommended that shareholders of PTI approve or accept any Acquisition Transaction with any person other than SWI; (ii) SWI has terminated this Agreement pursuant to 9.1(c) as a result of any material representation or warranty made herein by PTI or a Principal Shareholder not being true and correct in all material respects when made or PTI or any Principal Shareholder materially breaching any material covenant contained herein and not curing such breach within thirty (30) business days of receipt of written notice from SWI or by the Closing Date, whichever occurs first; or (iii) SWI has terminated this Agreement pursuant to Section 9.1(f) and prior to such termination or within twelve (12) months thereafter, (A) PTI or a Principal Shareholder shall have entered into an agreement to engage in an Acquisition Transaction (as defined in subsection (c) below) with any person other than SWI or (B) the Board of Directors of PTI shall have approved an Acquisition Transaction or recommended that shareholders of PTI approve or accept any Acquisition Transaction with any person other than SWI. (b) Any payment required by subsection (a) above will be payable by wire transfer of immediately available funds, funds to an account designated by SWI five business days after demand therefor. Any such payment shall constitute liquidated damages for loss of the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date benefit of this Agreement and at or before full reimbursement for the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this AgreementSWI. (c) For purposes of this AgreementSection 9, the term "Acquisition Transaction" shall mean (i) the direct a merger or indirect acquisitionother business combination involving PTI, purchase or assumption other than a merger effected solely to change PTI's state of all or a substantial portion of the assets or deposits of NCFincorporation, (ii) the acquisition by any person a sale, lease or other disposition of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 2050% or more of the outstanding shares consolidated assets of voting stock PTI and its Subsidiaries in a single transaction or series of NCFtransactions, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction the issuance by PTI of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60securities representing 50% or more of the voting stock power of PTI in any single transaction or series of transactions (iv) an underwritten public offering of PTI Common Stock which results in the surviving entity PTI Common Stock being traded on an exchange or on the Nasdaq market or (v) any other transaction or parent thereof) immediately after consummation acquisition which effects a change of such transaction and, as a result control of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionPTI.

Termination Fee. (a) NCF In recognition of the efforts, expenses and other opportunities foregone by FBMS while structuring and pursuing the Merger, FFB shall pay STIto FBMS a termination fee equal to $3,392,000 (“Termination Fee”), by wire transfer of immediately available funds, funds to an account specified by FBMS in the sum event of $280 million any of the following: (i) in the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate event FBMS terminates this Agreement pursuant to Section 8.1(g) or 8.1(h7.01(g), then NCF FFB shall pay FBMS the NCF Termination Fee on the business day following such termination; within two (2) if Business Days after receipt of FBMS’s notification of such termination; (Aii) either party shall terminate this Agreement pursuant to Section 8.1(d) because in the required NCF shareholder approval shall not have been received and (B) at any time event that after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF an Acquisition Proposal shall pay one-third have been made known to senior management of the NCF Termination Fee on the business day following such termination; FFB or has been made directly to its shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to FFB and (DA) if within thereafter this Agreement is terminated (x) by either FBMS or FFB pursuant to Section 7.01(c) because the Requisite FFB Shareholder Approval shall not have been obtained or (y) by FBMS pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months of after the date of such termination of this Agreementtermination, NCF FFB enters into any agreement or any of its Subsidiaries executes any definitive agreement consummates a transaction with respect to, to an Acquisition Proposal (whether or consummates, any not the same Acquisition TransactionProposal as that referred to above), then NCF shall pay FFB shall, on the remaining two-thirds earlier of the NCF Termination Fee upon date it enters into such agreement and the date of consummation of such execution or consummation. If NCF fails transaction, pay FBMS the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Proposal to pay all amounts due “20%” shall instead refer to STI on “50%,” and (iii) in the dates specifiedevent FFB terminates this Agreement pursuant to Section 7.01(h), then NCF FFB shall pay all costs and expenses FBMS the Termination Fee within one (including legal fees and expenses1) incurred by STI in connection with any action or proceeding (including the filing Business Day after FFB’s notification of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STItermination. (b) The parties acknowledge FFB and FBMS each agree that the agreements contained in this Section 8.3 7.02 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, without these agreements, the parties FBMS would not have entered enter into this Agreement; accordingly, if FFB fails promptly to pay any amounts due under this Section 7.02, FFB shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due plus (ii) 200 basis points, together with the costs and expenses of FBMS (including reasonable legal fees and expenses) in connection with such suit. (c) For purposes of Notwithstanding anything to the contrary set forth in this Agreement, the term "Acquisition Transaction" shall mean (i) Parties agree that if FFB pays or causes to be paid to FBMS the direct or indirect acquisitionTermination Fee in accordance with Section 7.02(a), purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity FFB (or parent thereofany successor in interest of FFB) immediately after consummation of such transaction and, as a result of such transaction, no person will not have any further obligations or group (within liabilities to FBMS with respect to this Agreement or the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactiontransactions contemplated by this Agreement.

Termination Fee. In the event of any termination of this Agreement by (ax) NCF (i) Mercantile Sub under Section 9.01(k) or (ii) by Royal Palm under Section 9.01(k) Royal Palm shall pay STIpromptly, by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; but in no event later than two (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time business days after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination, to Mercantile a fee equal to $1,300,000 (the “Termination Fee”) in cash, by wire transfer, in immediately available funds to an account designated by Mercantile; and if or (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (Ay) either party shall terminate this Agreement pursuant to Section 8.1(c9.01(b) or STI shall terminate this Agreement pursuant to Section 8.1(e9.01(g) or (f)and if, (B) at any time after and only if, following the date of this Agreement hereof and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; Royal Palm receives an Acquisition Proposal and (DA) if within twelve (12) months following the termination of this Agreement the date of such transaction contemplated by the Acquisition Proposal is consummated or (B) within twelve (12) months following the termination of this Agreement, NCF or any of its Subsidiaries executes any definitive Royal Palm enters into an agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee based upon the date Acquisition Proposal and the transaction contemplated thereby is consummated within twelve (12) months following the termination of such execution or consummation. If NCF fails to pay all amounts due to STI on this Agreement; then Royal Palm shall reimburse Mercantile Sub for the dates specified, then NCF shall pay all costs documented out-of-pocket fees and expenses (including legal fees and expenses) reasonably incurred by STI it and Mercantile in connection with any action or proceeding this Agreement and the transactions contemplated hereby (including fees and other amounts payable to banks, investment bank firms and other financial institutions and their respective agents and counsel) and all fees of counsel, accountants, financial experts and consultants to Mercantile and/or Mercantile Sub (the filing “Expenses”) in cash or by wire transfer no later than two (2) business days after the consummation of any lawsuit) taken such transaction; provided that the Expenses paid by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties acknowledge Royal Palm shall not exceed $250,000. Royal Palm acknowledges that the agreements contained in this Section 8.3 9.03 are an integral part of the transactions contemplated by in this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, without these agreements, the parties Mercantile and Mercantile Sub would not have entered enter into this Agreement. ; accordingly, if Royal Palm fails to promptly pay the amount due pursuant to this Section 9.03, and, in order to obtain such payment, Mercantile commences a suit which results in a judgment against Royal Palm for the Termination Fee or Expenses, as the case may be, then Royal Palm shall pay to Mercantile its costs and expenses (cincluding attorneys’ fees) For purposes of this Agreementin connection with such suit, together with interest on the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion amount of the assets or deposits fee at the rate of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 2010% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionper annum.

Termination Fee. (a) NCF The Company shall pay STIto Parent, by wire transfer of immediately available funds, the sum of $280 million 11,000,000 (the "NCF Company Termination Fee") if this Agreement is terminated as follows: (1) if STI Parent shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF the Company shall pay the NCF Company Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval Company Stockholder Approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Company Shareholders Meeting a bona fide Acquisition Transaction Proposal shall have been publicly announced or otherwise communicated to the Board of Directors of NCF the Company (a "Public Proposal") that has not been withdrawn prior to such date), then NCF (x) the Company shall pay one-third of the NCF Company Termination Fee on the business day following such termination; , and (y) if (C) within twelve (12) months of following the date of such termination of this agreementAgreement, NCF the Company or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition TransactionProposal, then NCF the Company shall pay the remaining two-thirds of the NCF Company Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI Parent shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such terminationProposal, and (C) following the occurrence of such Public Proposal, NCF the Company shall have intentionally willfully breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF the Company shall (x) pay one-third of the NCF Company Termination Fee on the business day immediately following such termination; , and (Dy) if within twelve (12) months of following the date of such termination of this Agreement, NCF the Company or any of its Subsidiaries executes any a definitive agreement with respect to, or consummates, any Acquisition TransactionProposal, then NCF the Company shall pay the remaining two-thirds of the NCF Company Termination Fee upon the date of such execution or consummation. . (b) Parent shall pay to the Company, by wire transfer of immediately available funds, the sum of $11,000,000 on the business day following such termination if (1) this Agreement is terminated by Parent or the Company as a result of the failure to obtain the required vote of Parent stockholders as provided in Section 8.1(d), or (2) this Agreement is terminated by the Company pursuant to Section 8.1(g). (c) If NCF any party fails to pay all any amounts due to STI another party on the dates specifiedspecified in this Section 8.5, then NCF the defaulting party shall pay all costs and expenses (including legal fees and expenses) incurred by STI the other party in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the The Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIsuch other party. (bd) The parties acknowledge that the agreements contained in this Section 8.3 8.5 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.

Termination Fee. In recognition of the efforts, expenses and other opportunities foregone by Acquiror while structuring the Merger, the parties hereto agree that: (a) NCF Target shall pay STIto Acquiror a termination fee of three hundred thousand dollars ($300,000) in cash on demand if, by wire transfer within 12 months after the date of immediately available fundsthis Agreement, after a bona fide proposal is made after the sum date of $280 million (the "NCF Termination Fee") if this Agreement is terminated by a third party to Target or its stockholders to engage in an Acquisition Transaction (as followsdefined in Section 8.1), which bona fide proposal has not been publicly and irrevocably withdrawn prior to the stockholder meeting, any of the following occur: (1i) Target shall have willfully breached any covenant or obligation contained in this Agreement and such breach would entitle Acquiror to terminate the Agreement; (ii) the stockholder meeting shall not have been held or shall have been canceled prior to termination of the Agreement, or, if STI such bona fide proposal is made public and has not been publicly withdrawn prior to such stockholder meeting, the stockholders of Target shall not have approved the Agreement at the stockholder meeting; or (iii) Target's Board of Directors shall have withdrawn or modified in a manner adverse to Acquiror the recommendation of Target's Board of Directors with respect to the Agreement; and (b) Target shall pay to Acquiror a termination fee of nine hundred thousand dollars ($900,000), in cash on demand if, during a period of 18 months after the date hereof, Target or Target Bank, without having received Acquiror's prior written consent, shall have entered into an agreement to engage in an Acquisition Transaction (as defined in Section 8.1) with any person other than Acquiror or any of its Subsidiaries or the Board of Directors of Target shall have recommended that the stockholders of Acquiror approve or accept an Acquisition Transaction with any person other than Acquiror or any of its Subsidiaries. Any fee payable to Acquiror pursuant to this Section 6.3(b) shall be reduced dollar for dollar to the extent that any fee is actually paid pursuant to Section 6.3(a). Notwithstanding the foregoing, Target shall not be obligated to pay to Acquiror the termination fee described in Section 6.3(a) or Section 6.3(b) in the event that at or prior to such time as such fee becomes payable (i) Acquiror and Target validly terminate this Agreement pursuant to Section 8.1(g6.1(a), (ii) Acquiror or Target validly terminates this Agreement pursuant to Sections 6.1(c) or 8.1(h6.1(d), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2iii) if (A) either party shall terminate Target validly terminates this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to6.1(e), or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3iv) if (A) either party shall terminate Target validly terminates this Agreement pursuant to Section 8.1(c6.1(b) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and time an Acquisition Proposal (Das defined in Section 4.1(b)) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIhas been made. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.

Termination Fee. (a) NCF The Company shall pay STI, by wire transfer of immediately available funds, the sum to Parent a fee of $280 million 65,000,000 (the "NCF Termination “Fee"”) if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3i) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement either (x) without the meeting of Company shareholders pursuant to Section 8.1(e) 6.3 having been convened or (f), y) with such meeting of Company shareholders having been convened but the Company Shareholder Approval not having been obtained and (B) at a Company Alternative Proposal shall have been publicly announced or otherwise communicated to the senior management or the Board of Directors of the Company after the date hereof, and shall not have been irrevocably withdrawn prior to the date specified in Section 8.1(c) (or, in the case of clause (A)(y), prior to the date of such meeting of Company shareholders), then if any time Company Alternative Transaction is consummated, or a definitive agreement with respect to any Company Alternative Transaction (a “Company Acquisition Agreement“) is entered into, within 12 months after the date of such termination, then the Company shall pay the Fee on the date of such consummation or Company Acquisition Agreement execution, whichever first occurs; (ii) if (A) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(f) and before such termination there (B) a Company Alternative Proposal shall have been a Public Proposal with respect publicly announced or otherwise communicated to NCF that has the senior management or the Board of Directors of the Company after the date hereof, and shall not have been irrevocably withdrawn prior to the date of such termination, and (C) following then if any Company Alternative Transaction is consummated, or a Company Acquisition Agreement is entered into, within 12 months after the occurrence date of such Public Proposaltermination, NCF then the Company shall have intentionally breached pay the Fee on the date of such consummation or Company Acquisition Agreement execution, whichever first occurs; (and not cured after notice thereofiii) any if (A) this Agreement is terminated by Parent pursuant to Section 8.1(d) as the result of a breach by the Company of its representations, warranties, covenants or agreements set forth in this Agreement, which breach Agreement other than the covenants and agreements set forth in Section 6.3 or 6.11 and (B) a Company Alternative Proposal shall have materially contributed been publicly announced or otherwise communicated after the date hereof to the failure senior management or the Board of Directors of the Effective Time to occur Company, and shall not have been irrevocably withdrawn prior to the termination occurrence of this Agreementsuch breach, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if any Company Alternative Transaction is consummated, or a Company Acquisition Agreement is entered into, within twelve (12) 12 months of after the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transactiontermination, then NCF the Company shall pay the remaining two-thirds of the NCF Termination Fee upon on the date of such execution consummation or consummation. If NCF fails Company Acquisition Agreement execution, whichever first occurs; or (iv) if this Agreement is terminated by Parent pursuant to pay all amounts due to STI on the dates specifiedSection 8.1(e), then NCF the Company shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at Fee within one business day after a demand for payment following the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STItermination. (b) The parties acknowledge Company acknowledges that the agreements contained in this Section 8.3 8.4 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, without these agreements, the parties Parent would not have entered enter into this Agreement. ; accordingly, if the Company fails promptly to pay the amount due pursuant to Section 8.4(a), and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the Fee set forth in this Section 8.4, the Company shall pay to Parent its reasonable out-of-pocket costs and expenses (cincluding reasonable attorneys’ fees and expenses) For purposes in connection with such suit; provided that, if such suit does not result in a judgment against the Company for the Fee, then Parent shall pay to the Company its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit. In no event shall an amount greater than the Fee be payable pursuant to this Section 8.4. The Company acknowledges that it is obligated to pay any amounts due pursuant to this Section 8.4 whether or not the shareholders of the Company have approved this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.

Termination Fee. (a) NCF The Company shall pay STI, by wire transfer of immediately available funds, the sum to Parent a fee of $280 million 65,000,000 (the "NCF Termination “Fee"”) if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3i) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement either (x) without the meeting of Company shareholders pursuant to Section 8.1(e) 6.3 having been convened or (f), y) with such meeting of Company shareholders having been convened but the Company Shareholder Approval not having been obtained and (B) at a Company Alternative Proposal shall have been publicly announced or otherwise communicated to the senior management or the Board of Directors of the Company after the date hereof, and shall not have been irrevocably withdrawn prior to the date specified in Section 8.1(c) (or, in the case of clause (A)(y), prior to the date of such meeting of Company shareholders), then if any time Company Alternative Transaction is consummated, or a definitive agreement with respect to any Company Alternative Transaction (a “Company Acquisition Agreement”) is entered into, within 12 months after the date of such termination, then the Company shall pay the Fee on the date of such consummation or Company Acquisition Agreement execution, whichever first occurs; (ii) if (A) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(f) and before such termination there (B) a Company Alternative Proposal shall have been a Public Proposal with respect publicly announced or otherwise communicated to NCF that has the senior management or the Board of Directors of the Company after the date hereof, and shall not have been irrevocably withdrawn prior to the date of such termination, and (C) following then if any Company Alternative Transaction is consummated, or a Company Acquisition Agreement is entered into, within 12 months after the occurrence date of such Public Proposaltermination, NCF then the Company shall have intentionally breached pay the Fee on the date of such consummation or Company Acquisition Agreement execution, whichever first occurs; (and not cured after notice thereofiii) any if (A) this Agreement is terminated by Parent pursuant to Section 8.1(d) as the result of a breach by the Company of its representations, warranties, covenants or agreements set forth in this Agreement, which breach Agreement other than the covenants and agreements set forth in Section 6.3 or 6.11 and (B) a Company Alternative Proposal shall have materially contributed been publicly announced or otherwise communicated after the date hereof to the failure senior management or the Board of Directors of the Effective Time to occur Company, and shall not have been irrevocably withdrawn prior to the termination occurrence of this Agreementsuch breach, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if any Company Alternative Transaction is consummated, or a Company Acquisition Agreement is entered into, within twelve (12) 12 months of after the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transactiontermination, then NCF the Company shall pay the remaining two-thirds of the NCF Termination Fee upon on the date of such execution consummation or consummation. If NCF fails Company Acquisition Agreement execution, whichever first occurs; or (iv) if this Agreement is terminated by Parent pursuant to pay all amounts due to STI on the dates specifiedSection 8.1(e), then NCF the Company shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at Fee within one business day after a demand for payment following the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STItermination. (b) The parties acknowledge Company acknowledges that the agreements contained in this Section 8.3 8.4 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, without these agreements, the parties Parent would not have entered enter into this Agreement. ; accordingly, if the Company fails promptly to pay the amount due pursuant to Section 8.4(a), and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for the Fee set forth in this Section 8.4, the Company shall pay to Parent its reasonable out-of-pocket costs and expenses (cincluding reasonable attorneys’ fees and expenses) For purposes in connection with such suit; provided that, if such suit does not result in a judgment against the Company for the Fee, then Parent shall pay to the Company its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit. In no event shall an amount greater than the Fee be payable pursuant to this Section 8.4. The Company acknowledges that it is obligated to pay any amounts due pursuant to this Section 8.4 whether or not the shareholders of the Company have approved this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.

Termination Fee. (a) NCF In the event that this Agreement is terminated either by Seller or Buyer Parent (i) pursuant to Section 11.1(c), if the relevant Order permanently restraining, enjoining or otherwise prohibiting, or Law preventing or making illegal the consummation of the Transaction relates to a failure to obtain the necessary clearances, approvals or authorizations under the HSR Act or any foreign antitrust or competition Law set forth on Section 4.3(a)(i) of the Seller Disclosure Schedule or (ii) pursuant to Section 11.1(b) and at the time of such termination the conditions set forth in Section 4.3(a)(i) remain unsatisfied, then Buyer Parent shall pay STI(or cause to be paid) to Seller, by wire transfer of immediately available funds, a non-refundable fee in the sum amount of $280 million 25,000,000 (the "NCF “Buyer Parent Termination Fee"”) no later than ten (10) Business Days after such valid termination; provided, that if Buyer Parent has previously paid the Deposit Amount to Seller pursuant to clause (b) of the definition of “End Date”, then Seller shall be deemed to have received the full amount of the Buyer Parent Termination Fee for all purposes under this Agreement. (b) Each of the parties acknowledges that (i) the agreements contained in this Section 11.3 are an integral part of the Transactions, (ii) the Buyer Parent Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Seller in the circumstances in which the Buyer Parent Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement is terminated as follows: (1) if STI shall terminate and in reliance on this Agreement pursuant and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to Section 8.1(gcalculate with precision, (iii) or 8.1(h)without these agreements, then NCF Buyers and Seller would not enter into this Agreement, and (iv) in no event shall Buyer Parent be required to pay the NCF Buyer Parent Termination Fee on more than one occasion. In the business day following such termination; (2) if (A) either party event that Buyer Parent shall terminate this Agreement pursuant fail to Section 8.1(d) because pay the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Buyer Parent Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreementwhen due, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF Buyer Parent shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay reimburse Seller for all amounts due to STI on the dates specified, then NCF shall pay all reasonable costs and expenses actually incurred or accrued by Seller (including legal reasonable fees and expensesexpenses of counsel) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect payment of such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at during such time, period as published in the Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until to the date actually received by STI. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreementactual payment. (c) For purposes Subject to the Parties’ rights to specifically enforce the terms of this Agreement pursuant to Section 13.6 prior to the valid termination of this Agreement, but notwithstanding anything to the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisitioncontrary in this Agreement, purchase or assumption of all or a substantial portion Seller’s right to receive payment of the assets Buyer Parent Termination Fee pursuant to this Section 11.3 (including, for the avoidance of doubt, the Deposit Amount if previously paid), together with the rights under Section 8.16, shall be the sole and exclusive remedy of Seller or deposits any of NCFits respective Affiliates against Buyers or any of their respective Affiliates or any of their respective stockholders, (ii) the acquisition by partners, members or representatives for any person and all Losses that may be suffered based upon, resulting from or arising out of direct or indirect beneficial ownership (including by way of mergersuch termination, consolidation, share exchange or otherwise) of 20% or more and upon payment of the outstanding shares Buyer Parent Termination Fee in accordance with this Section 11.3, none of voting stock Buyer Parent or any of NCFits Affiliates or any of their respective stockholders, partners, members or (iii) a merger, consolidation, business combination, liquidation, dissolution representatives shall have any further Liability or similar transaction obligation relating to or arising out of this Agreement or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more any of the voting stock of Transaction Agreements or the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionTransactions.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, In the sum of $280 million event (the "NCF Termination Fee"i) if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement by Reliant pursuant to Section 8.1(g9.1(b) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (Bii) at any time after the date of this Agreement and at or before the date TCB Holdings Meeting (including, for the avoidance of the NCF Shareholders Meeting doubt, any adjournment or postponement thereof) a bona fide Acquisition Transaction Proposal shall have been publicly announced received by or communicated or otherwise communicated made known to TCB Holdings or the Board Bank or any of Directors of NCF (a "Public Proposal") that their respective Subsidiaries, which has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) 12 months of after the date of such termination of this Agreement, NCF Agreement TCB Holdings or the Bank or any of its their respective Subsidiaries executes any enter into a definitive agreement with respect to, or consummatesconsummate, any Acquisition TransactionProposal (whether or not the same Acquisition Proposal as that referred to above), then NCF the TCB Holdings Parties shall pay to Reliant a termination fee of $1,800,000 (the remaining two-thirds “Termination Fee”) on the earlier of the NCF Termination Fee upon the date of TCB Holdings’, the Bank’s, or such Subsidiary’s, as applicable, execution of such definitive agreement or consummationconsummation of such Acquisition Proposal; provided that, for purposes of this Section 9.3(a), all references in the definition of Acquisition Proposal to “20%” shall instead be deemed to be references to “50%”. (b) In the event this Agreement is terminated by Reliant pursuant to Section 9.1(g) or Section 9.1(h), the TCB Holdings Parties shall pay Reliant the Termination Fee not later than two Business Days after the date of termination of this Agreement. (c) In the event this Agreement is terminated by the TCB Holdings Parties pursuant to Section 9.1(i), the TCB Holdings Parties shall pay to Reliant the Termination Fee not later than two Business Days after the date of termination of this Agreement. If NCF fails Any Termination Fee and other amounts payable in accordance with this Section 9.3 shall be paid by wire transfer of immediately available funds to pay all an account designated by Reliant. The TCB Holdings Parties acknowledge that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement and that absent such agreements Reliant would not have entered into this Agreement. In the event the TCB Holdings Parties fail to timely make payment of any amounts due to STI on and payable by them under this Section 9.3, the dates specified, then NCF TCB Holdings Parties shall pay or reimburse Reliant all costs and expenses (including legal reasonable attorneys’ fees and expensesexpenses and court costs) incurred by STI Reliant in connection with any action or proceeding (action, including the filing of any lawsuit) , taken by it to collect payment of such unpaid amounts, together with interest on the amount of any such amounts unpaid amounts at the prime lending rate prevailing at during such time, period as published in the The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date actually received of actual payment. The Termination Fee and other amounts payable by STI. (b) The parties acknowledge that the agreements contained in TCB Holdings Parties pursuant to this Section 8.3 are an integral part of the transactions contemplated by this Agreement and 9.3 constitute liquidated damages and not a penaltypenalty and, and that, without these agreements, except in the parties would not have entered into this Agreement. (c) For purposes case of fraud or willful or intentional breach of this Agreement, shall be the term "Acquisition Transaction" shall mean (i) sole monetary remedy of Reliant in the direct or indirect acquisition, purchase or assumption of all or a substantial portion of event this Agreement is terminated under the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactioncircumstances described in Sections 9.3(a)-(b).

Termination Fee. (a) NCF Home Building Bancorp shall pay STI, by wire transfer of immediately available funds, the sum to First Bancorp a fee of $280 million 500,000 (the "NCF Termination FeeFEE") if this Agreement is terminated as follows: (1i) if STI shall terminate this Agreement is terminated by First Bancorp pursuant to Section 8.1(g) or 8.1(hSECTION 7.1(F), then NCF Home Building Bancorp shall pay the NCF Termination Fee on the second business day following such termination;; and (2ii) if this Agreement is terminated by (A) either party shall terminate this Agreement pursuant to Section 8.1(dSECTION 7.1(B) or (B) by First Bancorp pursuant to SECTION 7.1(E) because the required NCF shareholder approval of Home Building Bancorp's willful breach of any representation, warranty, covenant or agreement under this Agreement, and in any such case an Acquisition Proposal with respect to Home Building Bancorp shall not have been received and publicly announced or otherwise communicated or made known to Home Building Bancorp's Board of Directors (Bor any person shall have publicly announced, communicated or made known an intention to make an Acquisition Proposal) at any time after the date of this Agreement and at on or before prior to the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced Meeting, in the case of clause (A), or otherwise communicated to the Board date of Directors termination, in the case of NCF clause (a "Public Proposal") that has not been withdrawn prior to such dateB), then NCF Home Building Bancorp shall pay one-(x) one third of the NCF Termination Fee to First Bancorp on the second business day following such termination; termination and (y) if (C) within twelve (12) 12 months of the date of after such termination of this agreement, NCF or any of its Subsidiaries Home Building Bancorp enters into any a definitive Agreement agreement with respect to, or consummates, any an Acquisition TransactionProposal, then NCF Home Building Bancorp shall pay the remaining two-thirds remainder of the NCF Termination Fee on the date of such execution or consummation; and. (3b) if (A) either party shall terminate this Agreement Any amount that becomes payable pursuant to Section 8.1(cSECTION 7.2(A) or STI shall terminate be paid by wire transfer of immediately available funds to an account designated by First Bancorp in writing to Home Building Bancorp. (c) Home Building Bancorp acknowledges that the agreement contained in SECTION 7.2(A) is an integral part of the transactions contemplated by this Agreement pursuant to Section 8.1(e) or (f)Agreement, (B) at any time after the date of that without such agreement by Home Building Bancorp, First Bancorp would not have entered into this Agreement and before that such termination there shall have been amounts do not constitute a Public Proposal penalty. If Home Building Bancorp fails to pay the amounts due under SECTION 7.2(A) with respect to NCF that has not been withdrawn prior to such terminationthe time periods specified, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF Home Building Bancorp shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including reasonable legal fees and expenses) incurred by STI First Bancorp in connection with any action or proceeding (action, including the filing of any lawsuit) , taken by it to collect payment of such unpaid amounts, together with interest on the amount of any such unpaid amounts at the prime lending rate prevailing at during such time, period as published in the The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date actually received by STIof actual payment. (bd) The parties acknowledge that Notwithstanding anything to the agreements contrary contained in this Section 8.3 are an integral part of herein, Home Building Bancorp shall be obligated, subject to the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (c) For purposes terms of this AgreementSECTION 7.2, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionpay only one Fee.

Termination Fee. (ai) NCF Sellers agree and acknowledge that Purchaser's preparation, negotiation and execution of the Agreement have resulted from substantial investment of management time and have required significant commitment of financial and other resources by Purchaser, and that the preparation, negotiation and execution have provided value to the Sellers. Consequently, if a Termination Fee Event (as defined in subsection (ii) below) occurs, Sellers shall pay STI, $750,000 by wire transfer of immediately available fundsfunds to Purchaser as a Termination Fee and shall also pay the Expense Reimbursement, in accordance with clause (iii) below; provided that Sellers shall not be obligated to pay the Termination Fee if (x) prior to the occurrence of the Termination Fee Event, the sum of $280 million Agreement has validly been terminated pursuant solely to (1) Section 8.1 or 8.3 or (2) by the "NCF Termination Fee"Purchaser pursuant to Section 8.2(a) or (b) if this Agreement at the time of such termination there is terminated as followsno proposal for an Alternative Transaction pending or (y) an Alternative Transaction is not consummated. (ii) A "Termination Fee Event" is the occurrence of any of the following: (1A) if STI shall terminate The termination of this Agreement pursuant to Section 8.1(g8.2(c) or 8.1(h(d) hereof; (B) The execution by any Seller, or any trustee in bankruptcy for any Seller, of an agreement providing for the sale or disposition of all or any material portion of the Business or of an equity interest in a Seller, or any business combination of a Seller, involving any party other than Purchaser or an affiliate thereof, within eighteen months of termination of this transaction (an "Alternative Transaction"); or (C) The confirmation of any plan of reorganization in the Bankruptcy Court, then NCF or the approval of any agreement or transaction by the Bankruptcy Court, that provides for any Alternative Transaction within eighteen months of termination of this transaction. (iii) Sellers shall pay the NCF Termination Fee on and Expense Reimbursement simultaneously with the business day following such termination; closing of any Alternative Transaction (2) if (A) either party shall terminate this Agreement unless with respect to the Expense Reimbursement, earlier payment is required pursuant to Section 8.1(d) because 8.6 (a)). Sellers' obligation to pay the required NCF shareholder approval Termination Fee shall not have been received and (B) at any time after the date survive termination of this Agreement and at or before the date of the NCF Shareholders Meeting shall (x) constitute an administrative expense (which shall be a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated superpriority administrative expense claim senior to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other administrative expense claims other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of administrative expense claims arising under the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3DIP Credit Agreement) of the Exchange ActSellers under sections 503(b) holds 20% or more and 507(a)(1) of the voting stock of Bankruptcy Code and (y) be secured by a perfected second priority lien (junior only to the surviving entity (or parent liens under the DIP Credit Agreement) on the Assets and the proceeds thereof) immediately following consummation of such transaction.

Termination Fee. (a) NCF In the event that (i) after the date of this Agreement, an Acquisition Proposal with respect to BAYK shall have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of BAYK, or any person or entity shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to BAYK after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by BAYK or BRBS pursuant to Section 7.1(b) (if the BAYK Shareholder Approval has not theretofore been obtained), (B) by BRBS pursuant to Section 7.1(d) or Section 7.1(e), or (C) by BAYK or BRBS pursuant to Section 7.1(g) and (iii) prior to the date that is twelve (12) months after the date of such termination BAYK enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then BAYK shall, on the earlier of the date it enters into such definitive agreement or the date of consummation of such transaction, pay STI, BRBS a fee equal to $4,000,000 (the “Termination Fee”) by wire transfer of immediately available funds, funds to the sum of $280 million account designated by BRBS. (b) In the "NCF Termination Fee") if event this Agreement is terminated as follows: (1) if STI shall terminate this Agreement by BRBS pursuant to Section 8.1(g7.1(f) or 8.1(h)by BAYK pursuant to 7.1(j) then BAYK shall, then NCF shall on the date of termination, pay BRBS the NCF Termination Fee on by wire transfer of immediately available funds to the business day following such termination;account designated by BRBS. (2c) if In the event that (Ai) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Agreement, an Acquisition Transaction Proposal with respect to BRBS shall have been publicly announced communicated to or otherwise communicated made known to the shareholders, senior management or Board of Directors of NCF BRBS, or any person or entity shall have publicly announced an intention (a "Public Proposal"whether or not conditional) that to make an Acquisition Proposal with respect to BRBS after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by BRBS or BAYK pursuant to Section 7.1(b) (if the BRBS Shareholder Approval has not theretofore been withdrawn prior obtained), (B) by BAYK pursuant to such dateSection 7.1(d) or Section 7.1(e), then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if or (C) within by BAYK or BRBS pursuant to Section 7.1(i) and (iii) prior to the date that is twelve (12) months of after the date of such termination of this agreement, NCF or any of its Subsidiaries BRBS enters into any a definitive Agreement agreement or consummates a transaction with respect to, to an Acquisition Proposal (whether or consummates, any not the same Acquisition TransactionProposal as that referred to above), then NCF shall pay BRBS shall, on the remaining two-thirds earlier of the NCF date it enters into such definitive agreement or the date of consummation of such transaction, pay BAYK the Termination Fee by wire transfer of immediately available funds to the account designated by BAYK. (d) In the event this Agreement is terminated by BAYK pursuant to Section 7.1(h) or by BRBS pursuant to Section 7.1(k), then BRBS shall, on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following pay BAYK the occurrence Termination Fee by wire transfer of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed immediately available funds to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred account designated by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIBAYK. (be) The parties acknowledge Each of BRBS and BAYK acknowledges that the agreements contained in this Section 8.3 7.4 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, without these agreements, the parties BRBS and BAYK, respectively, would not have entered enter into this Agreement. . Accordingly, if BRBS or BAYK, as applicable, fails promptly to pay the amount due pursuant to this Section 7.4, and, in order to obtain such payment, BRBS or BAYK, as applicable, commences a suit which results in a judgment against the other party for the fee set forth in this Section 7.4, BRBS or BAYK, as applicable, shall pay to the other party its fees and expenses (cincluding attorneys’ fees and expenses) For purposes of this Agreementin connection with such suit, together with interest on the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion amount of the assets or deposits of NCF, (ii) fee at a rate per annum equal to the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of prime rate published in The Wall Street Journal on the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant date such payment was required to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionbe made.

Termination Fee. To compensate HBI for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by HBI, FBI and HBI agree as follows: (a) NCF If this Agreement is terminated by: (i) FBI under the provisions of Section 9.1(e), then FBI shall pay STIto HBI in immediately available funds the sum of $1,120,000 (the “Termination Fee”); (ii) HBI under the provisions of Section 9.1(f), then FBI shall pay to HBI the Termination Fee in immediately available funds; (iii) In the event that (A) (i) after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal, whether or not conditional, shall have been publicly announced (or any Person shall have, after the date of this Agreement, publicly announced an intent, whether or not conditional, to make an Acquisition Proposal) and not withdrawn or (ii) the board of directors of FBI has made a Change in Recommendation (or publicly proposed to make a Change in Recommendation) prior to or on the date of the FBI Shareholder Meeting (including any postponement or adjournment at which the vote on is held), (B) thereafter this Agreement is terminated by either HBI or FBI pursuant to Section 9.1(a)(iv) of this Agreement or by HBI pursuant to Section 9.1(c)(i) or Section 9.1(c)(ii) of this Agreement, and (C) within twelve (12) months after the date of such termination, FBI enters into a definitive agreement or consummates a transaction with respect to an Acquisition Transaction (whether or not such Acquisition Transaction resulted from or was related to the Acquisition Proposal referred to in the foregoing clause (A)(i), if applicable), then FBI shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such Acquisition Transaction, pay HBI, by wire transfer of immediately available funds, a fee equal to the sum of $280 million (the "NCF Termination Fee") if ; provided, that for purposes of this Agreement is terminated as follows:Section 9.3(a)(iii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%;” (1iv) if STI shall terminate this Agreement pursuant to either HBI or FBI under the provisions of Section 8.1(g) or 8.1(h9.1(a)(iv), then NCF shall pay if, at the NCF Termination Fee on the business day following such time of termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting , there exists a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Superior Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this AgreementFBI, then NCF FBI shall pay one-third of to HBI the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIimmediately available funds. (b) The parties acknowledge Any payment required by this Section 9.3 shall become payable within two (2) Business Days after receipt by the non-terminating party of written notice of termination of this Agreement. HBI and FBI each agree that the agreements contained in this Section 8.3 9.3 are an integral part of the transactions contemplated by this Agreement Agreement, and that, without these agreements, HBI would not enter into this Agreement; accordingly, if FBI fails promptly to pay any amounts due under this Section 9.3 and, in order to obtain such payment, HBI commences a suit that results in a judgment against FBI for such amounts, FBI shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (x) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication), designated therein as the prime rate on the date such payment was due, (y) plus 200 basis points, together with the costs and expenses of HBI (including reasonable legal fees and expenses) in connection with the suit. The amounts payable by FBI pursuant to this Section 9.3 constitute liquidated damages and not a penalty, and, except in the case of fraud or a willful and thatmaterial breach, without these agreements, shall be the parties would not have entered into this Agreement. (c) For purposes sole monetary remedy in the event of a termination of this AgreementAgreement specified in this Section 9.3. For the avoidance of doubt, in no event shall the term "Acquisition Transaction" shall mean (i) Termination Fee under the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or circumstances described in this Section 9.3 be payable on more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionone occasion.

Termination Fee. (a) NCF In the event that: (i) (A) a Takeover Proposal shall pay STIhave been made known to the Company after the date hereof or shall have been made directly to its stockholders generally or any Person shall have publicly announced an intention (whether or not conditional or withdrawn) after the date hereof to make a Takeover Proposal and thereafter, by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee"B) if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement by the Company or Parent pursuant to Section 8.1(g4.1(a) or 8.1(h), then NCF shall pay and the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval Company Stockholder Approval shall not have been received obtained, or by Parent pursuant to Section 4.1(e), and (B) at any time after the date of this Agreement and at Company’s breach or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction failure triggering such termination shall have been publicly announced or otherwise communicated willful, and (C) the Company consummates a transaction contemplated by any Takeover Proposal (other than any Takeover Proposal involving a financing transaction pursuant to which the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior Company issues securities constituting up to such date, then NCF shall pay one-third 35% of the NCF Termination Fee on total equity securities of the business day following such termination; and if (CCompany) within twelve (12) months of the date this Agreement is terminated; or (ii) this Agreement is terminated by Parent pursuant to Section 4.1(d); then in any such event under clause (i) or (ii) of such this Section 4.3(a), the Company shall pay to Parent a termination fee of $2.5 million in cash (the “Termination Fee”). (b) Any payment required to be made pursuant to clause (i) of Section 4.3(a) shall be made to Parent promptly (and in any event not later than two Business Days after delivery to the Company of notice of demand for payment) following consummation of a Takeover Proposal; any payment required to be made pursuant to clause (ii) of Section 4.3(a) shall be made to Parent promptly (and in any event not later than two business days after delivery to the Company of notice of demand for payment) following the earlier of (A) consummation of a Takeover Proposal and (B) the one year anniversary of the date of termination of this agreement, NCF or any Agreement. All such payments shall be made by wire transfer of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay immediately available funds to an account to be designated by Parent. In the remaining two-thirds case of the NCF a Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement by Parent pursuant to Section 8.1(c4.1(e) in which the Company’s breach or STI failure triggering such termination shall terminate this Agreement pursuant to Section 8.1(e) or (f)have been willful, (B) at any time within 30 days after the date of termination hereof, the Company shall reimburse Parent for its out-of-pocket expenses incurred by Parent in connection with the negotiation and execution of this Agreement not to exceed $500,000 (“Expense Reimbursement”) and before the reimbursement of such expenses shall be the sole and exclusive remedy of Parent and Merger Sub for such termination there unless a Termination Fee subsequently becomes payable pursuant to Section 4.3(a)(i) because the Company consummates a transaction contemplated by Section 4.3(a)(i)(C). Any Expense Reimbursement actually made shall have been be credited against any Termination Fee that subsequently becomes payable. In the case of a Public Proposal with respect Termination Fee payable pursuant to NCF clauses (i) or (ii) of Section 4.3 (a), the parties agree that has not been withdrawn prior the Termination Fee shall be the appropriate measure of liquidated damages, and shall be the sole and exclusive remedy of Parent and Merger Sub relating to the events which triggered the payment of the Termination Fee. The parties further agree that any Expense Reimbursement shall be the appropriate measure of liquidated damages for any termination giving rise to such terminationExpense Reimbursement. (c) In the event that the Company shall fail to pay the Termination Fee or the Expense Reimbursement when due, and (C) following such amount shall accrue interest for the occurrence of period commencing on the date such Public Proposalamount became past due, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed at a rate equal to the failure rate of interest publicly announced by Citibank, in the Effective Time City of New York from time to occur prior to time during such period, as such bank’s Prime Lending Rate plus 1%. In addition, if the termination of this Agreement, then NCF Company shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails fail to pay such amount when due, the Company shall also pay to Parent all amounts due to STI on the dates specified, then NCF shall pay all of Parent’s reasonable costs and expenses (including legal fees and expensesattorneys’ fees) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it efforts to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) amount. The parties acknowledge Company acknowledges that the agreements contained in Termination Fee and Expense Reimbursement and the other provisions of this Section 8.3 4.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, hereby and that, without these agreements, the parties Parent would not have entered enter into this Agreement. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.

Termination Fee. (a) NCF CFC shall pay STI, by wire transfer to BB&T a termination fee in the amount of immediately available funds, the sum of Fifteen Million Dollars ($280 million 15,000,000) if: (the "NCF Termination Fee"i) if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement by BB&T pursuant to Section 8.1(g8.01(b) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (28.01(e) if (A) either party shall terminate this Agreement or by BB&T or CFC pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received 8.01(d)(ii), and (Ba) at any time after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide Acquisition Transaction shall have been publicly announced or otherwise communicated to the Board of Directors of NCF (a "Public Proposal") that has not been withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within twelve (12) months of the date of such termination of this agreement, NCF or any of its Subsidiaries enters into any definitive Agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, an Acquisition Proposal with respect to CFC was commenced, publicly proposed or publicly disclosed and (Cb) following the occurrence of within 18 months after such Public termination, CFC shall have entered into an agreement relating to an Acquisition Proposal or any Acquisition Proposal shall have been consummated; or (ii) after receiving an Acquisition Proposal, NCF shall have intentionally breached (and the CFC Board does not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in take action to convene the CFC Meeting and/or recommend that CFC shareholders adopt this Agreement, which breach and within 18 months after such receipt, CFC shall have materially contributed entered into an agreement relating to an Acquisition Proposal or any Acquisition Proposal shall have been consummated. Upon payment of the fee described in this Section 8.03, CFC shall have no further liability to BB&T at law or in equity with respect to such termination under Section 8.01(b), 8.01(d)(ii) or 8.01(e), or with respect to the CFC Board’s failure of to take action to convene the Effective Time to occur prior to the termination of CFC Meeting and/or recommend that CFC shareholders adopt this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties acknowledge CFC acknowledges that the agreements contained in this Section 8.3 8.03 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penaltyAgreement, and that, without these agreements, the parties BB&T would not have entered enter into this Agreement. (c) For purposes of . Accordingly, if CFC fails to pay timely any amount due pursuant to this AgreementSection 8.03 and, in order to obtain such payment, BB&T commences a suit that results in a judgment against CFC for the term "Acquisition Transaction" amount payable to BB&T pursuant to this Section 8.03, CFC shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership pay to BB&T its costs and expenses (including by way of mergerattorneys’ fees and expenses) in connection with such suit, consolidation, share exchange or otherwise) of 20% or more of together with interest on the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of amount so payable at the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transactionapplicable Federal Funds rate.

Termination Fee. (a) NCF shall pay STI, by wire transfer of immediately available funds, In the sum of $280 million (the "NCF Termination Fee") if this Agreement is terminated as follows: (1) if STI shall terminate this Agreement pursuant to Section 8.1(g) or 8.1(h), then NCF shall pay the NCF Termination Fee on the business day following such termination; (2) if (A) either party shall terminate this Agreement pursuant to Section 8.1(d) because the required NCF shareholder approval shall not have been received and (B) at any time event that after the date of this Agreement and at or before prior to the date termination of the NCF Shareholders Meeting this Agreement a bona fide Acquisition Transaction Proposal with respect to Seller shall have been made known to senior management of Seller or shall have been made directly to its shareholders generally or any person reasonably qualified to consummate an Acquisition Proposal shall have publicly announced or otherwise communicated (and not irrevocably withdrawn at least five (5) business days prior to the Board of Directors of NCF Seller Shareholders’ Meeting) an Acquisition Proposal with respect to Seller and (a "Public Proposal"x) that has not (A) thereafter this Agreement is terminated by either Buyer or Seller pursuant to Section 8.1(c) without the Requisite Seller Approval having been withdrawn obtained or (B) thereafter this Agreement is terminated by Buyer pursuant to Section 8.1(e), and (y) prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and if (C) within date that is twelve (12) months of after the date of such termination of this agreementtermination, NCF or any of its Subsidiaries Seller enters into any a definitive Agreement agreement or consummates a transaction with respect to, to an Acquisition Proposal with respect to Seller (whether or consummates, any not the same Acquisition TransactionProposal as that referred to above), then NCF shall pay Seller shall, on the remaining two-thirds earlier of the NCF Termination Fee on date it enters into such definitive agreement and the date of consummation of such execution or consummationtransaction, pay Buyer, by wire transfer of same day funds, a fee equal to $19,000,000 (the “Termination Fee”); andprovided, that for purposes of this Section 8.3, all references in the definition of Acquisition Proposal to “20%” shall instead refer to “50%.” (3b) if (A) either party shall terminate In the event this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement is terminated by Buyer pursuant to Section 8.1(e) or (fby Seller pursuant to Section 8.1(g), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal then concurrently with respect to NCF that has not been withdrawn prior to such termination, if terminated by Seller, or within two (2) business days after termination, if terminated by Buyer, Seller shall pay Buyer, by wire transfer of same day funds, the Termination Fee, and (C) following the occurrence such termination shall not be deemed effective hereunder until payment by Seller of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof) any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time to occur prior to the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D) if within twelve (12) months of the date of such termination of this Agreement, NCF or any of its Subsidiaries executes any definitive agreement with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STIfee. (bc) The parties acknowledge Notwithstanding anything to the contrary herein, but without limiting the right of any party to recover liabilities or damages in accordance with Section 8.2, the maximum aggregate amount of fees payable by Seller under this Section 8.3 shall be equal to the Termination Fee, and in no event shall any party be required to pay the Termination Fee more than once. (d) Each party acknowledges that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties each party would not have entered enter into this Agreement; accordingly, if Seller fails to pay promptly the Termination Fee pursuant to this Section 8.3 and, in order to obtain such payment, Buyer commences a suit which results in a judgment against Seller for the fee set forth in this Section 8.3, Seller shall pay Buyer its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at a rate per annum equal to the prime rate published in The Wall Street Journal on the date such payment was required to be made, plus 300 basis points. (ce) For purposes The parties agree that the payment of the Termination Fee shall be the sole and exclusive remedy available to Buyer and Buyer Bank with respect to this Agreement in the event any such payment becomes due and payable and is paid, and, upon payment of the Termination Fee, Seller and Seller Bank (and Seller’s and Seller Bank’s affiliates and its and their respective directors, officers, employees, shareholders and representatives) shall have no further liability to Buyer and Buyer Bank under this Agreement; provided, however, that Seller and Seller Bank shall not be relieved or released from any liabilities or damages arising out of their willful and material breach of this Agreement; provided, further, that the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption aggregate amount of all or any damages determined by a substantial portion of the assets or deposits of NCF, (ii) the acquisition court to be payable by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction Seller and Seller Bank pursuant to which persons who are shareholders the foregoing proviso shall be reduced by the amount of NCF immediately prior any Termination Fee previously paid to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Buyer pursuant to this Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction8.3.

Termination Fee. (ai) NCF shall pay STI, by wire transfer of immediately available funds, the sum of $280 million (the "NCF Termination Fee") if If this Agreement is terminated as follows: (1) if STI shall terminate this Agreement by Parent pursuant to Section 8.1(g11.01(c)(i) (Adverse Recommendation Change), or 8.1(hby the Company pursuant to Section 11.01(d)(i) (Superior Proposal), then NCF the Company shall pay to Parent in immediately available funds the NCF Termination Fee on Fee, in the business day following such termination; case of a termination by Parent, within two (2) if Business Days after such termination and, in the case of a termination by the Company, substantially concurrent with such termination, and as a condition thereto. (ii) If (A) either party shall terminate this Agreement is terminated (x) by Parent or the Company pursuant to Section 8.1(d11.01(b)(i) because (End Date) and at such time the required NCF shareholder approval shall not have been received and conditions set forth in clause (B) at any time of Annex I shall have been satisfied or (y) by Parent pursuant to Section 11.01(c)(ii) (Other Breach), (B) after the date of this Agreement and at or before the date of the NCF Shareholders Meeting a bona fide prior to such termination, an Acquisition Transaction Proposal shall have been publicly announced or otherwise been communicated to the Board of Directors of NCF (a "Public Proposal") that and shall have become publicly known, and, in either case, such Acquisition Proposal has not been unconditionally withdrawn prior to such date, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; termination and if (C) within twelve (12) 12 months of following the date of such termination of this agreementtermination, NCF the Company or any of its Subsidiaries enters shall have entered into a definitive agreement with respect to or recommended to its stockholders an Acquisition Proposal which Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), each reference to “25%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay to Parent in immediately available funds, prior to or concurrently with such consummation, the Termination Fee. (iii) Payment by the Company of the Termination Fee pursuant to this Section 12.04 shall be paid by wire transfer of same day funds in accordance with this Section 12.04 to an account designated by Parent, provided that such payments can be delayed until the Business Day after the day on which Parent provides the Company with wiring instructions and such delay will not give rise to a breach of the Company’s obligations under this Section 12.04. If the Company fails to pay when due any definitive amount payable under this Section 12.04 or any portion of such amount, then the Company shall pay Parent interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Parent in full) at the rate of interest per annum equal to the “Prime Rate” as set forth on the date such payment became past due in The Wall Street Journal “Money Rates” column, plus 300 basis points and, if in order to obtain such payment, Parent or Merger Sub commences a suit that results in a judgment against the Company for any amount payable under this Section 12.04 or any portion of such amount, the Company shall pay to Parent and Merger Sub their reasonable costs and expenses (including reasonable attorneys’ fees) in connection with such suit. (iv) Each of Parent and Merger Sub agrees that in the event that the Termination Fee is paid to Parent as required pursuant to Section 12.04, except (x) in the case of Fraud and (y) in the case of a termination of this Agreement by Parent pursuant to Section 11.01(c)(ii) due to a Knowing and Intentional Breach by the Company following which a Termination Fee is payable by the Company pursuant to Section 12.04(b)(ii), (i) the payment of such Termination Fee shall be the sole and exclusive remedy of Parent and Merger Sub and their respective stockholders and all of their Affiliates against the Company or any of its directors, officers and other Affiliates for, and (ii) in no event will Parent or Merger Sub or any of their respective stockholders or any of their Affiliates be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to, or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds of the NCF Termination Fee on the date of such execution or consummation; and (3) if (A) either party shall terminate this Agreement pursuant to Section 8.1(c) or STI shall terminate this Agreement pursuant to Section 8.1(e) or (f), (B) at any time after the date of this Agreement and before such termination there shall have been a Public Proposal with respect to NCF that has not been withdrawn prior to such termination, and (C) following the occurrence of such Public Proposal, NCF shall have intentionally breached (and not cured after notice thereof1) any loss suffered as a result of its representations, warranties, covenants or agreements set forth in this Agreement, which breach shall have materially contributed to the failure of the Effective Time Merger to occur prior to be consummated, (2) the termination of this Agreement, then NCF shall pay one-third of the NCF Termination Fee on the business day following such termination; and (D3) if within twelve (12) months of the date of such termination of any liabilities or obligations arising under this Agreement, NCF or (4) any claims or Actions arising out of or relating to any breach, termination or failure of or under this Agreement, and upon payment to Parent of the Termination Fee in accordance with this Section 12.04, neither the Company nor any of its directors, officers or other Affiliates shall have any further liability or obligation to Parent or Merger Sub or any of its Subsidiaries executes their respective stockholders or any definitive agreement with respect to, of their Affiliates relating to or consummates, any Acquisition Transaction, then NCF shall pay the remaining two-thirds arising out of the NCF Termination Fee upon the date of such execution or consummation. If NCF fails to pay all amounts due to STI on the dates specified, then NCF shall pay all costs and expenses (including legal fees and expenses) incurred by STI in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such unpaid amounts, together with interest on such unpaid amounts at the prime lending rate prevailing at such time, as published in the Wall Street Journal, from the date such amounts were required to be paid until the date actually received by STI. (b) The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, or the parties would not have entered into this AgreementTransactions. (c) For purposes of this Agreement, the term "Acquisition Transaction" shall mean (i) the direct or indirect acquisition, purchase or assumption of all or a substantial portion of the assets or deposits of NCF, (ii) the acquisition by any person of direct or indirect beneficial ownership (including by way of merger, consolidation, share exchange or otherwise) of 20% or more of the outstanding shares of voting stock of NCF, or (iii) a merger, consolidation, business combination, liquidation, dissolution or similar transaction of or involving NCF, other than a merger, business combination or similar transaction pursuant to which persons who are shareholders of NCF immediately prior to such transaction own 60% or more of the voting stock of the surviving entity (or parent thereof) immediately after consummation of such transaction and, as a result of such transaction, no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) holds 20% or more of the voting stock of the surviving entity (or parent thereof) immediately following consummation of such transaction.