Common use of Shareholder Approval Clause in Contracts

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

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

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

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

Shareholder Approval. CBTC agrees The Company shall hold a shareholder meeting to take, in accordance with applicable law and approve the CBTC Articles and issuance of the CBTC Bylaws, all action necessary Shares pursuant to convene an appropriate meeting of its shareholders to consider and vote upon this Agreement as promptly as possible following the approval execution of this Agreement and use its best efforts to solicit such approval. The Company shall also use its best efforts to take all other actions and obtain all other consents or waivers necessary to enable it to consummate the transactions contemplated by this Agreement as promptly as possible following the execution of this Agreement, including ensuring that no state takeover law or anti-takeover provision of the Company is applicable to the transactions contemplated by this Agreement. In that regard, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") and all other appropriate governmental agencies a proxy statement and all other documents or amendments thereto required or necessary to solicit shareholder approval of the issuance of the Shares pursuant to this Agreement. The Company shall provide the Investors with an opportunity to review and comment on such documents and amendments and correspondence to and from the SEC. The Company shall recommend to its shareholders that they approve the issuance of the Shares pursuant to this Agreement. From the date of this Agreement until the earlier of the issuance of the Shares to the Investors pursuant to this Agreement or the termination of this Agreement, the Company shall not solicit or negotiate any other matters required proposal, disclosure or communication to be approved by CBTC’s shareholders for the Company of any takeover proposal which would preclude the consummation of the Merger (including transactions contemplated hereby or any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and alternative transaction to the transactions contemplated hereby; provided that by this Agreement. The Company shall promptly notify the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, Investors of any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with actions taken by third parties. Softbank agrees to vote all its financial advisor with respect to financial matters and having consulted with and considered the advice shares of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach Common Stock of the fiduciary duties Company in favor of the members transactions contemplated by this Agreement. The obligations of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms Company and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to Softbank set forth in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United 8 shall not be required affected by the commencement, public proposal, public disclosure or communication to propose the Company by any such adjustments); and (c) third party of any takeover proposal or any alternative transaction to the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawtransactions contemplated by this Agreement.

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

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

Shareholder Approval. CBTC agrees to takeSagebrush, acting through its Board of Directors, and in accordance with applicable law law, covenants and the CBTC Articles agrees with WSMP that: (i) it will duly call, give notice of, convene and the CBTC Bylaws, all action necessary to convene an appropriate hold a meeting of its shareholders as soon as practicable for the purpose of considering and taking action upon this Agreement and the Merger as required by the NCBCA; (ii) unless it shall have made a Sagebrush Board Determination to consider and the contrary, it will include in the Joint Proxy Statement its recommendation that shareholders of Sagebrush vote upon the approval in favor of this Agreement and any other matters the Merger; and (iii) it will use its best efforts (A) to obtain and furnish the information required to be approved included by CBTC’s it in the Joint Proxy Statement (and any preliminary version thereof) and to cause the Joint Proxy Statement to be mailed to its shareholders for consummation at the earliest practicable time and, (B) unless it shall have made a Sagebrush Board Determination to the contrary, to obtain the necessary approvals by its shareholders of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the this Agreement and the transactions contemplated hereby; provided , including the Merger. Each Sagebrush Shareholder, severally and not jointly, represents and warrants to WSMP and to Sub that such Person and his family and controlled corporations own the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice shares of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change Sagebrush Common Stock set forth opposite their names on the fifth (5th) business day following delivery signature page of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable this Agreement (it being understood that any amendment the number set forth opposite Connor=s name includes certain shares of Sagebrush Common Stock owned by his spouse and other members of his family and a corporation of which he is the majority shareholder). The Sagebrush Shareholders severally covenant and agree with WSMP to any material term cause all such shares of such Superior Proposal shall require a new Notice Sagebrush Common Stock to be voted in favor of Recommendation Change, except that, in such case, approving this Agreement and the five (5) business day period Merger at the meeting referred to in clause (i) of this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law6.1.

Shareholder Approval. CBTC agrees to take(a) As soon as practicable (and in any event no later than December 31, in accordance with applicable law 2023), the Company shall duly call, give notice of, establish a record date for, convene and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate hold a special meeting of its shareholders to consider and vote upon shareholders, the approval date of this Agreement and any other matters required to be such meeting which has been approved by CBTC’s shareholders for consummation of the Merger Initial Investors (including any adjournment or postponement, the “CBTC Shareholders’ Meeting”), for the purpose of voting upon approval and adoption of (i) the increase in the number of authorized shares of Common Stock under the Articles of Incorporation to 3,000,000,000, (ii) the restoration of voting rights as promptly as practicable after provided pursuant to Subchapter 25G of the Registration Statement is declared effectivePBCL for all Common Stock of the Company acquired by the Purchasers or otherwise owned by the Purchasers or any of their respective Affiliates which could be considered “control shares” under Subchapter 25G (the “Control-Share Voting Restoration”), and (iii) approval of the acquisition of equity securities of the Company by Purchasers or any of their respective Affiliates and the disposition of any equity security of the Company now or hereafter owned by the Purchasers or any of their respective Affiliates, in each case for purposes of Subchapter 25H of the PBCL (the “Disgorgement Approval”, and the approvals contemplated by clauses (i) to (iii), collectively, the “Shareholder Approval”). The CBTC Company shall: (A) through its Board shall recommend that to its shareholders the CBTC shareholders approve approval and adopt adoption of the Agreement increase in the number of authorized shares of Common Stock under the Articles of Incorporation to 3,000,000,000, the Control-Share Voting Restoration and the transactions Disgorgement Approval (the “Company Recommendation”); (B) include such Company Recommendation in the proxy statement delivered to shareholders; (C) use its best efforts to obtain the Shareholder Approval for the increase in the number of authorized shares of Common Stock under the Articles of Incorporation to 3,000,000,000 and/or the issuance of the Common Stock, the Series B Preferred Stock contemplated herebyby this Agreement, the Control-Share Voting Restoration and the Disgorgement Approval; provided that and (D) take such other actions as may be reasonably requested by any Purchaser to restore or preserve their rights as to any equity securities owned by such Purchaser or any of its respective Affiliates under the CBTC PBCL. The Purchasers shall each vote to approve, as applicable, each Shareholder Approval at the Shareholders’ Meeting and not take any action or inaction to directly or indirectly delay or support any opposition to the Shareholder Approval. Neither the Board may fail to make such recommendation, or change, nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to Uniteda Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation. The Company shall adjourn or postpone the Shareholders’ Meeting, if, as of the time for which such recommendation meeting is originally scheduled there are insufficient shares of Common Stock represented (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely either in person or by proxy) to constitute a breach quorum necessary to conduct the business of such meeting, including the quorum necessary for voting on each item requiring the Shareholder Approval. The Company shall also, to the extent permitted by applicable Law, adjourn or postpone the Shareholders’ Meeting, if on the date of the fiduciary duties Shareholders’ Meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeShareholder Approval and, following such adjournment or postponement, the CBTC Board Company shall provide written notice solicit proxies representing a sufficient number of shares to United (a “Notice obtain such Shareholder Approval. Following the first of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of either such noticeadjournment or postponement, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) the Initial Investors, the Company shall retain a nationally recognized proxy solicitor in connection with obtaining such Shareholder Approval. In addition, if determined by each Purchaser and provide United reasonable opportunity during the subsequent five (5) business day period to make Company, the Shareholder Approval will include approval for a reverse stock split and all authorized share numbers will reflect such adjustments in stock split if approved by the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawshareholders.

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

Shareholder Approval. CBTC (a) FNBB agrees to take, in accordance with applicable law and the CBTC FNBB Articles and the CBTC FNBB Bylaws, all action necessary to convene an appropriate as soon as reasonably practicable after the Registration Statement becomes effective, a special meeting of its shareholders to consider and vote upon the approval of this Agreement, including the Merger, and any other matters required to be approved by FNBB’s shareholders for consummation of the Transaction (including any adjournment or postponement, the “FNBB Meeting”). Except with the prior approval of TriCo, no other matters shall be submitted for the approval of the FNBB shareholders at the FNBB Meeting. Subject to Section 6.02(b), the FNBB Board shall at all times prior to and during such FNBB Meeting recommend such approval and shall take all reasonable lawful action to solicit such approval by its shareholders and shall not (x) withdraw, modify or qualify in any manner adverse to TriCo such recommendation or (y) take any other action or make any other public statement in connection with the FNBB Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the shareholders of FNBB at the FNBB Meeting for the purpose of approving the Agreement and any other matters required to be approved by CBTCFNBB’s shareholders for consummation of the Merger (including any adjournment or postponementTransaction. In addition to the foregoing, FNBB shall not submit to the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice vote of its outside legal counsel, determined that shareholders any Acquisition Proposal other than the failure Merger. FNBB hereby acknowledges its obligation to make an Adverse Recommendation Change would be reasonably likely submit this Agreement to constitute a breach of its shareholders at the fiduciary duties of the members of the CBTC Board under applicable law; FNBB Meeting as provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change6.02(a); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

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

Shareholder Approval. CBTC agrees (a) No later than one hundred twenty (120) days after the filing of the Company’s annual report on Form 10-K with respect to takethe year ending December 31, in accordance with applicable law 2022, the Company shall use commercially reasonable efforts to duly call, give notice of, establish a record date for, convene and the CBTC Articles and the CBTC Bylaws, all action necessary to convene hold an appropriate annual or special meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Shareholders’ Meeting”), as promptly as practicable after for the Registration Statement is declared effectivepurpose of, among other matters, voting upon approval and adoption of (i) the increase in the number of authorized shares of Common Stock under the Articles of Incorporation to 200,000,000, (ii) the issuance of the Common Stock contemplated by this Agreement to the extent required by NASDAQ Listing Rule 5635 and (iii) the Non-Voting Common Stock Amendment (collectively, the “Shareholder Approval”). The CBTC Company shall: (A) through its Board shall recommend that to its shareholders the CBTC shareholders approve approval and adopt adoption of the increase in the number of authorized shares of Common Stock under the Articles of Incorporation to 200,000,000, issuance of the Common Stock contemplated by this Agreement to the extent required by NASDAQ Listing Rule 5635 and the transactions Non-Voting Common Stock Amendment (the “Company Recommendation”); (B) include such Company Recommendation in the proxy statement delivered to shareholders; and (C) use its best efforts to obtain the Shareholder Approval for the increase in the number of authorized shares of Common Stock under the Articles of Incorporation to 200,000,000 and/or the issuance of the Common Stock and the Series B Preferred Stock contemplated hereby; provided that by this Agreement including for purposes of NASDAQ Listing Rule 5635. The Purchasers shall each vote to approve each Shareholder Approval at the CBTC Shareholders’ Meeting and not take any action or inaction to directly or indirectly delay or support any opposition to the Shareholder Approval. Neither the Board may fail to make such recommendation, or change, nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to Uniteda Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation. The Company shall adjourn or postpone the Shareholders’ Meeting, if, as of the time for which such recommendation meeting is originally scheduled there are insufficient shares of Common Stock represented (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely either in person or by proxy) to constitute a breach quorum necessary to conduct the business of such meeting. The Company shall also, to the extent permitted by applicable Law, adjourn or postpone the Shareholders’ Meeting, if on the date of the fiduciary duties Shareholders’ Meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeShareholder Approval and, following such adjournment or postponement, the CBTC Board Company shall provide written notice solicit proxies representing a sufficient number of shares to United (a “Notice obtain such Shareholder Approval. Following the first of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of either such noticeadjournment or postponement, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during Castle Creek, the subsequent five (5) business day period to make Company shall retain a nationally recognized proxy solicitor in connection with obtaining such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawShareholder Approval.

Shareholder Approval. CBTC agrees (a) Company shall as promptly as practicable, but in any event within forty-five (45) days after the date hereof, prepare a proxy statement relating to takethe Company Shareholders Meeting (the “Proxy Statement”) that conforms with the requirements of the CBCA and applicable Law, in accordance with applicable law including the requirements of any federal or state securities Law, and the CBTC Articles and the CBTC Bylaws, all action necessary mail to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponementas promptly as reasonably practicable, the “CBTC Meeting”)Proxy Statement and all other customary proxy or other materials for meetings such as the Company Shareholders Meeting and, to the extent required by applicable Law, as promptly as reasonably practicable prepare and distribute to Company shareholders any supplement or amendment to the Proxy Statement if any event shall occur which requires such action at any time prior to the Company Shareholders Meeting. Parent shall cooperate with Company in connection with the preparation of the Proxy Statement, including furnishing Company upon request with any and all information regarding Parent or its Affiliates and the plans of such Persons for the Surviving Corporation after the Registration Statement is declared effectiveEffective Time. The CBTC Board information supplied by Parent for inclusion in the Proxy Statement or any amendment or supplement thereto shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such recommendationthe statements therein, in light of the circumstances under which they were made, not misleading. Company shall provide Parent and its Representatives a reasonable opportunity to review and comment upon the Proxy Statement, or changeany amendments or supplements thereto, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, disseminating to the CBTC Board shall provide written notice to United (a “Notice shareholders of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing)Company, and identify the Person making such Superior Proposal, if applicable (it being understood that Company shall consider any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested comments proposed by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines Parent in good faith. Parent agrees promptly to notify Company if at any time prior to the Company Shareholders Meeting any information provided by Parent or its Affiliates in the Proxy Statement, after consultation with its financial advisors or any amendment thereto, becomes incorrect or incomplete in any material respect, and outside counsel, that to provide the failure information needed to take correct such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawinaccuracy or omission.

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

Shareholder Approval. CBTC The Company -------------------- agrees to takeinclude in the proxy statement to be disseminated to the shareholders of the Company prior to the next annual meeting of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with applicable law and the CBTC Articles and the CBTC Bylawsits terms. Except as expressly modified hereby, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation provisions of the Merger Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (including any adjournment or postponementthis "Amendment") to the Stock Purchase Agreement, the “CBTC Meeting”)dated as of May --------- 11, 1991, as promptly as practicable after amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United"Company") and provide United reasonable opportunity during COBE LABORATORIES, INC., a Colorado ------- corporation (the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments"Purchaser"); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.. ---------

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

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

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

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

Shareholder Approval. CBTC agrees “Shareholder Approval” means: such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the shareholders of the Company with respect to takethe issuance of the July 2023 Securities, including the issuance of the Securities pursuant to this Agreement, in accordance with applicable law excess of 19.99% of the issued and outstanding Common Stock on the CBTC Articles and Closing Date (the CBTC Bylaws“Exchange Cap”, all action necessary which is equal to convene an appropriate 1,351,670 shares of Common Stock). The Company shall hold a special meeting of its shareholders to consider and vote upon at the approval earliest practicable date after the date of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation the purpose of obtaining Shareholder Approval, with the recommendation of the Merger Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting as often as possible thereafter to seek Shareholder Approval until the Shareholder Approval is obtained. Until such approval is obtained, none of the July 2023 Buyers shall be issued in the aggregate, with respect to the July 2023 Securities, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the purchase price paid by such holder for the respective portion of the July 2023 Notes and the denominator of which is the aggregate purchase price paid by the July 2023 Buyers for the July 2023 Notes that are actually issued on the Closing Date (including any adjournment or postponementwith respect to each Buyer, the “CBTC MeetingExchange Cap Allocation”). In the event that any July 2023 Buyers shall sell or otherwise transfer any of such Buyer’s July 2023 Notes, as promptly as practicable after the Registration Statement is declared effective. The CBTC Board transferee shall recommend that the CBTC shareholders approve and adopt the Agreement be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation, and the transactions contemplated hereby; provided that restrictions of the CBTC Board may fail prior sentence shall apply to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor transferee with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach portion of the fiduciary duties Exchange Cap Allocation allocated to such transferee. In the event that any holder of July 2023 Notes shall convert all of such holder’s July 2023 Notes into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the members remaining holders of July 2023 Notes on a pro rata basis in proportion to the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice aggregate principal amount of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of July 2023 Notes then held by each such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawholder.

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

Shareholder Approval. CBTC (a) Company agrees to take, in accordance with applicable law Law, the Articles of Organization of Company and the CBTC Articles and the CBTC BylawsBylaws of Company, all action necessary to convene an appropriate a meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTCCompany’s shareholders for in order to permit consummation of the Merger transactions contemplated by this Agreement (including any adjournment or postponement, the “CBTC Company Meeting”)) and, as promptly as practicable after subject to Section 6.07, shall take all lawful action to solicit shareholder approval, including by communicating to its shareholders its recommendation (and including such recommendation in the Registration Statement is declared effective. The CBTC Board shall recommend Joint Proxy Statement-Prospectus) that the CBTC shareholders they approve and adopt the this Agreement and the transactions contemplated hereby; provided that hereby (the CBTC “Company Board may fail Recommendation”) and shall not make a Company Adverse Recommendation Change, except in accordance with Section 6.07. Company shall engage a proxy solicitor reasonably acceptable to make such recommendationBuyer to assist in the solicitation of proxies from shareholders relating to the Requisite Company Shareholder Approval. Except in accordance with the terms of Section 6.07, or changeCompany’s board of directors shall at all times prior to and during the Company Meeting recommend approval of this Agreement by the shareholders of Company and shall not withhold, withdraw, qualify or modifyamend, or publicly propose to change, withdraw, qualify or modify, modify their recommendation in a any manner that is adverse to United, Buyer or take any such recommendation (an “other action or make any other public statement inconsistent with their recommendation. Notwithstanding any Company Adverse Recommendation Change”), if Company shall submit this Agreement to its shareholders for their consideration at the CBTC Board hasCompany Meeting and nothing in this Agreement shall relieve Company of the obligation to do so. In the event that there is present at the Company Meeting, after having consulted with its financial advisor with respect in person or by proxy, sufficient favorable voting power to financial matters and having consulted with and considered secure the advice of its outside legal counselRequisite Company Shareholder Approval, determined Company will not adjourn or postpone the Company Meeting unless Company is advised by counsel that the failure to make an Adverse Recommendation Change do so would reasonably be reasonably likely to constitute result in a breach of the U.S. federal securities Laws or fiduciary duties of Company’s board of directors. Company shall keep Buyer updated with respect to the members proxy solicitation results in connection with the Company Meeting as reasonably requested by Xxxxx. Company shall adjourn or postpone the Company Meeting, if, as of the CBTC Board under applicable law; provided that: time for which such meeting is originally scheduled, there are insufficient shares of Company Common Stock represented (aeither in person or by proxy) prior to making an Adverse Recommendation Changeconstitute a quorum necessary to conduct the business of such meeting, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change or if on the fifth (5th) business day following delivery date of such noticemeeting, which notice Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Shareholder Approval. Company shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not only be required to propose adjourn or postpone the Company Meeting two (2) times, for aggregate adjournments or postponements not exceeding sixty (60) calendar days, pursuant to the immediately preceding sentence of this Section 6.02(a) and any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach further adjournment or postponement of the fiduciary duties Company Meeting shall require the prior written consent of the members of the CBTC Board under applicable lawBuyer.

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

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

Shareholder Approval. CBTC agrees to takeAs soon as practicable following the execution and delivery of this Agreement, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval Company shall give written notice of this Agreement and the proposed Merger to all Company shareholders and shall use commercially reasonable efforts to take all other action necessary in accordance with the California Code and its Articles of Incorporation and Bylaws to convene a meeting of the shareholders of the Company or to secure the written consent of its shareholders ("Company Shareholder Action") before December 31, 2000. The Company shall submit this Agreement to its shareholders for adoption whether or not the Company's Board of Directors determines at any time subsequent to declaring its advisability that this Agreement is no longer advisable and recommends that its shareholders reject it. The Company shall consult with Broadcom regarding the date of the Company Shareholder Action and shall not postpone or adjourn (other matters than for the absence of a quorum) any meeting of the shareholders of the Company without the consent of Broadcom, which consent shall not be unreasonably withheld. The Company shall use all commercially reasonable efforts required to be approved by CBTC’s solicit and obtain from shareholders for consummation of the Company proxies or written consents in favor of the Merger and this Agreement and shall take all other action necessary or advisable to secure the vote or written consent of shareholders required to effect the Merger. The Company shall establish a record date for determining the shareholders of the Company entitled to vote or consent in connection with the Company Shareholder Action that is as early as possible after the date of this Agreement. The materials submitted to the shareholders of the Company in respect of the Merger shall have been subject to prior review and comment by Broadcom and shall include (including any adjournment or postponementa) information regarding the Company, the “CBTC Meeting”)terms of the Merger and this Agreement, as promptly as practicable after (b) the Registration Statement is declared effective. The CBTC unanimous recommendation of the Board shall recommend of Directors of the Company that the CBTC Company's shareholders approve the Merger and adopt the this Agreement and the transactions contemplated hereby; provided that hereby and approve and execute such other documents as may be required to satisfy the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach applicable requirements of the fiduciary duties Securities Act in connection with the issuance and sale of Broadcom Common Stock in the Merger, (c) the conclusion of the members Board of Directors of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood Company that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement the Merger are advisable, fair and reasonable to, and in the best interests of, the Company's shareholders and (d) such other documents as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not may be required to propose any such adjustments); and (c) satisfy the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach applicable requirements of the fiduciary duties Securities Act in connection with the issuance and sale of Broadcom Common Stock in the members of the CBTC Board under applicable lawMerger.

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

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

Shareholder Approval. CBTC agrees The Company shall provide each shareholder entitled to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate vote at a special or annual meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger Company (including any adjournment or postponement, the “CBTC Shareholder Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendationa proxy statement, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, substantially in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach form which has been previously reviewed by each of the fiduciary duties Buyers and each of their counsel at the expense of the members Company, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation ChangeResolutions”) (i) to amend the Articles of its intent Incorporation to announce an Adverse Recommendation Change on increase the fifth Company’s authorized capital stock to 150,000,000 shares of Common Stock, (5thii) business day following delivery to increase the number of such notice, which notice shall specify any material terms and conditions directors constituting the Company’s board of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the directors from five (5) business day period to seven (7) and (iii) to approve, subject to the consummation of a Qualified Secondary Offering, an amendment to the Articles of Incorporation to effect up to a 1-for-10 reverse stock split of the Common Stock immediately prior to the consummation of the Qualified Secondary Offering (such reverse stock split is referred to in this Section 7.02 herein as the “Authorized Reverse Split”) (such affirmative approval being referred to herein as the “Shareholder Approval”), and the Company shall use its best efforts to solicit its shareholders’ approval of the Resolutions (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the shareholders that they approve the Resolutions. In connection therewith, the Company shall be reduced obligated to (i) at its expense, hire a proxy solicitation firm acceptable to Iroquois to solicit the Shareholder Approval, (ii) cause a definitive proxy statement relating to the Resolutions and the Shareholder Meeting to be filed with the SEC and mailed to the Company’s shareholders by no later than October 3, 2011, and (iii) hold the Shareholder Meeting promptly following the mailing of the definitive proxy statement (but in no event later than October 27, 2011). If, despite the Company’s best efforts, the Shareholder Approval is not obtained at the first Shareholder Meeting, the Company shall cause an additional Shareholder Meeting to be held every three (3) business days following the delivery of months thereafter until such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawShareholder Approval is obtained.

Shareholder Approval. CBTC agrees At the 2008 annual general meeting of the Company’s shareholders, unless this Agreement has been terminated pursuant to takeSection 7.1, in accordance with applicable law the Company shall include a proposal to obtain the approvals necessary to permit the issuance of the Subsequent Shares, the Reset Shares and the CBTC Articles Pre-Emptive Shares, which meeting shall be the next annual meeting of the Company for the purpose of obtaining such approval. The Board of Directors shall unanimously recommend to the Company’s shareholders that such shareholders approve the actions referenced above. In connection with such meeting, the Company shall promptly prepare (and the CBTC BylawsInvestor will reasonably cooperate with the Company to prepare) and file with the Commission a preliminary proxy statement, shall use reasonable best efforts to solicit proxies for such shareholder approval and shall use reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders. The Company shall notify the Investor promptly of the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Investor with copies of all action necessary to convene an appropriate meeting correspondence between the Company or any of its shareholders representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to consider and vote upon the approval of this Agreement and such proxy statement. If at any other matters time prior to such shareholders’ meeting there shall occur any event that is required to be approved by CBTC’s shareholders for consummation of set forth in an amendment or supplement to the Merger (including any adjournment or postponementproxy statement, the “CBTC Meeting”), Company shall as promptly as practicable after prepare and mail to its shareholders such an amendment or supplement. Each of the Registration Statement is declared effectiveInvestor and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The CBTC Board Company shall recommend that consult with the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail Investor prior to make such recommendationmailing any proxy statement, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment or supplement thereto, to any material term which the Investor reasonably objects. The Board of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to Directors’ recommendation described in this Section 7.02 4.2 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments included in the terms and conditions of this Agreement as would enable proxy statement filed in connection with obtaining such shareholder approval. In the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, event that the failure shareholder approvals referred to take above are not obtained at the 2008 annual general meeting, the Company shall be under no obligation to include a proposal to approve such action would be reasonably likely to constitute a breach of issuance at any subsequent meeting, as long as the fiduciary duties of the members of the CBTC Board under applicable lawCompany has complied with this Section 4.2.

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

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and (a) As expeditiously as possible following the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval execution of this Agreement and in any other matters required event within three Business Days after the date of this Agreement, the Company shall mail a written proxy or information statement (the “Disclosure Statement“) to be approved by CBTC’s shareholders for consummation the Shareholders, in a form reasonably acceptable to Parent. The Disclosure Statement shall include (i) a summary of the Merger and this Agreement (including any adjournment or postponementwhich summary shall include a summary of the material terms relating to the indemnification obligations of the Shareholders, the “CBTC Meeting”)escrow arrangements and the authority of the Representative, and a statement that the adoption of this Agreement by the Shareholders shall constitute approval of such terms) and (ii) a statement that dissenter rights are available for the Company Common Shares and Company Preferred Shares pursuant to Sections 1300 to 1313 of the CGCL and a copy of such Sections 1300 to 1313. As expeditiously as promptly as practicable possible following the execution of this Agreement, and in any event within three Business Days after the Registration Statement execution of this Agreement, the Company shall use commercially reasonable efforts to secure consents from Shareholders necessary to secure the Requisite Shareholder Approval, which consents shall be in a form that is declared effectivereasonably acceptable to Parent. By their signatures below, the Principal Shareholders agree to execute any such consents. As expeditiously as possible following the receipt of the Requisite Shareholder Approval, the Company shall deliver to Parent a certificate executed on behalf of the Company by its Secretary and certifying that the Requisite Shareholder Approval has been obtained. The CBTC Board Company shall recommend also send, pursuant to Section 603 of the CGCL, a written notice to all Shareholders that the CBTC shareholders approve and adopt the did not execute such written consent informing them that this Agreement and the transactions contemplated hereby; provided that Merger were adopted and approved by the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach Shareholders of the fiduciary duties Company and that dissenter rights are available for their Company Shares pursuant to Sections 1300 to 1313 of the members of the CBTC Board under applicable law; provided that: CGCL (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writingof such Sections 1300 to 1313), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach promptly inform Parent of the fiduciary duties of the members of the CBTC Board under applicable lawdate on which such notice was sent.

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

Shareholder Approval. CBTC agrees to takeAs soon as practicable following the execution and delivery of this Agreement, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval Company shall give written notice of this Agreement and the proposed Merger to all Company shareholders and shall use commercially reasonable efforts to take all other action necessary in accordance with the California Code and its articles of incorporation and bylaws to convene a meeting of the shareholders of the Company or to secure the written consent of its shareholders ("Company Shareholder Action") before July 15, 2000. To the maximum extent permitted by Law, the Company shall submit this Agreement to its shareholders for adoption whether or not the Company's board of directors determines at any time subsequent to declaring its advisability that this Agreement is no longer advisable and recommends that its shareholders reject it. The Company shall consult with Broadcom regarding the date of the Company Shareholder Action and shall not postpone or adjourn (other matters than for the absence of a quorum) any meeting of the shareholders of the Company without the consent of Broadcom, which consent shall not be unreasonably withheld. The Company shall use all commercially reasonable efforts required to be approved by CBTC’s solicit and obtain from shareholders for consummation of the Company proxies or written consents in favor of the Merger and this Agreement and shall take all other action necessary or advisable to secure the vote or consent of shareholders of the Company required with respect to the Merger. The materials submitted to the shareholders of the Company in respect of the Merger shall have been subject to prior review and comment by Broadcom and shall include (including any adjournment or postponementa) information regarding the Company, the “CBTC Meeting”)terms of the Merger and this Agreement, as promptly as practicable after (b) the Registration Statement is declared effective. The CBTC unanimous recommendation of the Board shall recommend of Directors of the Company that the CBTC Company's shareholders approve the Merger and adopt the this Agreement and the transactions contemplated hereby; provided that hereby and approve and execute such other documents as may be required to satisfy the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach applicable requirements of the fiduciary duties Securities Act in connection with the issuance and sale of Broadcom Common Stock in the Merger, (c) the conclusion of the members Board of Directors of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood Company that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement the Merger are advisable, fair and reasonable to, and in the best interests of, the Company's shareholders and (d) such other documents as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not may be required to propose any such adjustments); and (c) satisfy the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.requirements of

Shareholder Approval. CBTC agrees to takeAs promptly as practicable after the issuance of the California Permit or effectiveness of the S-4, as the case may be, the Company shall take all actions necessary in accordance with applicable law California Law and the CBTC its Articles of Incorporation and the CBTC Bylawsbylaws to duly call, all action necessary to give notice of, convene an appropriate and hold a meeting of its shareholders (the "COMPANY SHAREHOLDERS MEETING") to consider and vote upon a proposal to approve the principal terms of the Merger. Unless so doing will cause the Board of Directors to violate its fiduciary duties under applicable law, the Board of Directors will unanimously recommend approval of the proposal to approve the principal terms of the Merger by the Company Shareholders, and will not withdraw or modify such recommendation or recommend or endorse in any manner any alternative Acquisition Proposal (as defined in SECTION 7.9). The Company shall use reasonable efforts to solicit and obtain at or in advance of such meeting the voting proxies from its shareholders sufficient to approve the principal terms of the Merger and to enable the Closing to occur as promptly as practicable. Each Company Shareholder voting such Company Shareholders' shares of Company Capital Stock, regardless of whether such Company Shareholder elects to vote such shares in person at the Company Shareholders Meeting, shall be required to provide a proxy which shall contain representations or acknowledgments reasonably acceptable to Parent, for the benefit of the Company and Parent, regarding such Shareholder's ownership of Company Capital Stock, receipt of information, contribution to the Escrow Fund and appointment of the Shareholder Agent. The Company will cause the Proxy Statement to be prepared and submitted to the Company Shareholders in accordance in all material respects with all applicable laws and regulations. The materials submitted to the Company Shareholders shall include information regarding the Company, the terms of the Merger and this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation the unanimous recommendation of the Board of Directors of the Company regarding the Merger and this Agreement. The Company shall deliver to Parent, concurrently with the execution of this Agreement, executed Voting Agreements from holders with beneficial ownership of (including any adjournment i) a majority of the outstanding shares of each series of Company Preferred Stock and (ii) a majority of the outstanding shares of Company Common Stock. The Company shall provide the Proxy Statement to Parent and its counsel for review and comment (and shall make such changes thereto as are reasonably requested by Parent or postponement, the “CBTC Meeting”its counsel), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, providing the CBTC Board shall provide written notice Proxy Statement to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawCompany Shareholders.

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

Shareholder Approval. CBTC agrees to takeThe Company shall duly call, in accordance with applicable law give notice of, convene and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate hold (i) a meeting of its shareholders to consider and vote the holders of Shares for the purpose of voting upon the approval of this Agreement (the “Shareholders’ Meeting”) and any other matters required to be approved by CBTC’s shareholders for consummation (ii) a meeting of the Merger holders of Shares for the purpose of obtaining the Section 280G Vote and the Plan Vote (including any adjournment or postponement, the “CBTC 280G/Plan Meeting”), ) and shall use its reasonable best efforts to hold the Shareholders’ Meeting and the 280G/Plan Meeting as promptly as practicable after the Registration Statement is declared effectivedate hereof. The CBTC Board shall recommend that Promptly following the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice execution of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Changethis Agreement, the CBTC Board Company shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing)prepare, and identify the Person making such Superior ProposalParent shall, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by Unitedthe Company, cooperate with the Company in preparing, a proxy statement relating to the Shareholders’ Meeting (together with any amendments thereof and supplements thereto, the “Proxy Statement”) and a proxy statement (together with any amendments thereof and supplements thereto, the “280G/Plan Statement”) relating to the 280G/Plan Meeting. As promptly as practicable after the execution of this Agreement, the Company shall mail the Proxy Statement and the 280G/Plan Statement to the holders of Shares, and the Proxy Statement shall contain the recommendation of the Board of Directors of the Company that the holders of Shares vote to approve this Agreement. The Company shall provide United Parent and its counsel a reasonable opportunity during to review the subsequent five (5) business day period Proxy Statement and the 280G/Plan Statement and shall reasonably consider Parent’s reasonable comments to make such adjustments the Proxy Statement and the 280G/Plan Statement prior to mailing the Proxy Statement and the 280G/Plan Statement to the holders of Shares. The Company shall promptly correct any material information in the terms Proxy Statement or the 280G/Plan Statement that becomes false or misleading in any material respect and conditions shall take all reasonable steps to cause the Proxy Statement or the 280G/Plan Statement, as so corrected, to be disseminated to holders of Shares. The Company shall use its reasonable best efforts to solicit from holders of Shares proxies in favor of approval of this Agreement as would enable and shall take all other actions necessary or advisable to secure the CBTC Board vote or proxy of holders of Shares required by the IBCA to proceed without an Adverse Recommendation Change (it being understood that United approve this Agreement. With respect to the ESOP, the Trustee shall not be required to propose any such adjustments); solicit participants in and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors beneficiaries and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach alternate payees of the fiduciary duties ESOP to direct the Trustee as to the voting of Shares held in their respective accounts under the ESOP in accordance with the terms of the members of ESOP documents and applicable Law. The Trustee shall provide Parent and the CBTC Board under applicable lawCompany and their respective counsel a reasonable opportunity to review and provide reasonable comments on all written materials to be provided to ESOP participants, beneficiaries and alternate payees relating to such pass-through voting.

Shareholder Approval. CBTC agrees to takeThe Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practical date after the Initial Closing Date for the purpose of obtaining Shareholder Approval, in accordance with applicable law the recommendation of the Company’s Board of Directors that such proposal be approved, and the CBTC Articles Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained and the CBTC Bylaws, all action necessary last date the second Subsequent Closing could have occurred pursuant to convene an appropriate meeting Section 2.4. Prior to obtaining Shareholder Approval the Company may not issue any shares of its shareholders Common Stock pursuant to consider the Transaction Documents if such shares exceed 19.9% of the issued and vote upon outstanding shares of Common Stock of the approval Company immediately prior to the execution of this Agreement and (the “Share Issuance Limitation”). The shares of Common Stock issued up to the Share Issuance Limitation, shall be allocated first to the Shares issued at the Initial Closing, then any other matters required to be approved by CBTC’s shareholders for consummation Warrant Shares issued upon exercise of the Merger (including any adjournment or postponementWarrants issued at the Initial Closing prior to the Subsequent Closings, then the “CBTC Meeting”)Shares issued at the Subsequent Closings, as promptly as practicable after then to the Registration Statement is declared effectiveWarrant Shares issuable pursuant to the Warrants issued at the Initial Closing that remain unexercised following the Subsequent Closings, and then to the Warrant Shares issuable pursuant to the Warrants issued at the Subsequent Closings. The CBTC Board shall recommend Company represents and warrants that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modifySecurities set forth on Schedule 4.15 do not, in a manner that is adverse to Unitedthe aggregate, any such recommendation (an “Adverse Recommendation Change”), if exceed the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawShare Issuance Limitation.

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

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, The Company shall immediately take all action necessary to convene increase the Company’s authorized shares of Common Stock to an appropriate meeting of its shareholders amount sufficient to consider and vote upon allow the approval of this Agreement and any other matters required Company to be approved by CBTC’s shareholders reserve the Required Reserve Amount for consummation all the Warrants then outstanding. Without limiting the generality of the Merger (including any adjournment or postponement, the “CBTC Meeting”)foregoing sentence, as promptly soon as practicable after the Registration Statement is declared effective. The CBTC Board date of hereof, but in no event later than one hundred and twenty (120) days after the date hereof, the Company shall recommend that hold a meeting of its stockholders for the CBTC shareholders approve and adopt approval to increase the Agreement and the transactions contemplated hereby; amount of authorized shares of Common Stock to 550 million shares (“Shareholder Approval”), provided that the CBTC Board Company may fail obtain Shareholder Approval via written consent and the filing of an information statement pursuant to make the requirements of the Exchange Act. In connection with such recommendationmeeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or changethe Debentures are no longer outstanding. Notwithstanding anything in the Transaction Documents to the contrary, withdrawuntil Shareholder Approval is obtained and deemed effective, qualify or modify, or publicly propose each Purchaser shall be only entitled to change, withdraw, qualify or modify, in a manner that is adverse convert its Debentures and/or exercise its Warrants up to United, any such recommendation an aggregate amount equal to the product of 7,000,000 (an subject to adjustment for reverse and forward stock splits and the like) (“Adverse Recommendation ChangeAuthorized Reserved”) multiplied by quotient obtained by dividing (x) the original principal amount of the Purchaser’s Debenture by (y) the aggregate original principal amount of all Debentures issued on the Closing Date under this Agreement (“Issuable Maximum”), if the CBTC Board has, after having consulted with . Each Purchaser may allocate its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach pro-rata portion of the fiduciary duties Issuable Maximum among Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Purchaser (or its permitted assign) no longer holds any Debentures or Warrants and the amount of shares issued to such Purchaser pursuant the Purchaser’s Debentures and Warrants was less than the Purchaser’s pro-rata share of the members of the CBTC Board under applicable law; provided that: (a) Issuable Maximum. If prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change Shareholder Approval authorized shares become available for reservation that were not available on the fifth (5th) business day following delivery date hereof, such authorized shares shall first be reserved for the issuance of such notice, which notice shares underlying the Debentures and Warrants and accordingly the Authorized Reserved and each Purchaser’s Issuable Maximum shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawincrease proportionally.

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

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

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

Shareholder Approval. CBTC agrees to takeThe Company shall duly call, in accordance with applicable law give notice of, convene and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate hold a meeting of its shareholders to consider and vote the holders of Shares for the purpose of voting upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Shareholders’ Meeting”), ) and shall use its reasonable best efforts to hold the Shareholders’ Meeting as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that date hereof (and in no event later than thirty (30) days after the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach mailing of the fiduciary duties Proxy Statement). Promptly following the execution of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Changethis Agreement, the CBTC Board Company shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing)prepare, and identify the Person making such Superior ProposalParent shall, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by Unitedthe Company, cooperate with the Company in preparing, a proxy statement relating to the Shareholders’ Meeting (together with any amendments thereof and supplements thereto, the “Proxy Statement”). As promptly as practicable after the execution of this Agreement, the Company shall mail the Proxy Statement to the holders of Shares, and the Proxy Statement shall contain the recommendation of the Board of Directors of the Company that the holders of Shares vote to approve this Agreement (and in no event later than twenty (20) days after the date hereof). The Company shall provide Parent and provide United its counsel a reasonable opportunity during to review the subsequent five (5) business day period Proxy Statement and shall reasonably consider Parent’s reasonable comments to make such adjustments the Proxy Statement prior to mailing the Proxy Statement to the holders of Shares. The Company shall ensure that the notice for the Shareholders’ Meeting complies with the Act, including a statement of a holder of Shares’ right to assert dissenters’ rights under the Act and shall be accompanied by a copy of RCW Chapter 23B.13 of the Act. The Company shall promptly correct any information in the terms Proxy Statement that becomes false or misleading in any material respect and conditions shall take all reasonable steps to cause the Proxy Statement, as so corrected, to be disseminated to holders of Shares. The Company shall use its reasonable best efforts to solicit from holders of Shares proxies in favor of approval of this Agreement as would enable and shall take all other actions necessary or advisable to secure the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be vote or proxy of holders of Shares required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawapprove this Agreement.

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

Shareholder Approval. CBTC agrees As soon as reasonably practicable following the receipt of the California Permit or at such time as Parent determines, after consultation with the Company, that the California Permit, cannot be obtained, or cannot reasonably be expected to takebe obtained, in accordance with applicable law and time to permit the CBTC Articles and Closing to occur on or before February 15, 2006, the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval Company shall give written notice of this Agreement and the proposed Merger to all Company shareholders and shall use commercially reasonable efforts to take all other action necessary in accordance with the California Law and its articles of incorporation and bylaws to convene a meeting of the shareholders of the Company or to secure the Company Shareholder Action before February 15, 2006. The Company shall submit this Agreement and the Agreement of Merger to its shareholders for adoption whether or not the Company’s board of directors determines at any time subsequent to declaring its advisability that this Agreement is no longer advisable and recommends that its shareholders reject it. If necessary, the Information Statement shall include a solicitation of consents necessary to prevent any payments made to Securityholders or officers in connection with this Agreement from giving rise to a “parachute payment” under section 280G of the Code. The Company shall consult with Parent regarding the date of the Company Shareholder Action and shall not postpone or adjourn (other matters than for the absence of a quorum) any meeting of the shareholders of the Company without the consent of Parent, which consent shall not be unreasonably withheld. The Company shall use commercially reasonable efforts to solicit and obtain from shareholders of the Company proxies or written consents in favor of the Merger, this Agreement and related actions and to secure the vote or written consent of shareholders required to be approved by CBTC’s effect the Merger. The materials submitted to the shareholders for consummation of the Company in respect of the Merger shall have been subject to prior review and comment by Parent and shall include (including any adjournment or postponementa) information regarding the Company and the terms of the Merger and this Agreement, (b) the “CBTC Meeting”), as promptly as practicable after unanimous recommendation of the Registration Statement is declared effective. The CBTC Board shall recommend board of directors of the Company that the CBTC Company’s shareholders approve the Merger and adopt the this Agreement and the transactions contemplated hereby; provided that hereby and approve and execute such other documents as may be required to satisfy the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach applicable requirements of the fiduciary duties Securities Act in connection with the issuance and sale of Parent Common Stock in the Merger, (c) the conclusion of the members board of directors of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood Company that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement the Merger are advisable, fair and reasonable to, and in the best interests of, the Company’s shareholders and (d) such other documents as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not may be required to propose any such adjustments); and (c) satisfy the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach applicable requirements of the fiduciary duties Securities Act in connection with the issuance and sale of Parent Common Stock in the members of the CBTC Board under applicable lawMerger.

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

Shareholder Approval. CBTC agrees (a) Company shall as promptly as practicable prepare a proxy statement relating to takethe Company Shareholders Meeting (the “Proxy Statement”) that conforms with the requirements of the IBCA and applicable Law, in accordance with applicable law including the requirements of any federal or state securities Law, and the CBTC Articles and the CBTC Bylaws, all action necessary mail to convene an appropriate meeting of its shareholders to consider and vote upon as promptly as reasonably practicable, but in no event later than 30 days after the approval date of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponementAgreement, the “CBTC Meeting”)Proxy Statement and all other customary proxy or other materials for meetings such as the Company Shareholders Meeting and, to the extent required by applicable Law, as promptly as reasonably practicable prepare and distribute to Company shareholders any supplement or amendment to the Proxy Statement if any event shall occur which requires such action at any time prior to the Company Shareholders Meeting. Parent shall cooperate with Company in connection with the preparation of the Proxy Statement, including furnishing Company upon request with such information regarding Parent, Merger Sub or their respective Affiliates and the plans of such Persons for the Surviving Corporation after the Registration Statement is declared effective. The CBTC Board shall recommend that Effective Time required to comply with the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor IBCA with respect to financial matters and having consulted with and considered disclosures to shareholders. The information supplied by Parent for inclusion in the advice Proxy Statement or any amendment or supplement thereto shall not contain any untrue statement of its outside legal counsel, determined that the failure a material fact or omit to state any material fact required to be stated therein or necessary in order to make an Adverse Recommendation Change would be reasonably likely to constitute a breach the statements therein, in light of the fiduciary duties of circumstances under which they were made, not misleading. Company shall provide Parent and its Representatives a reasonable opportunity to review and comment upon the members of the CBTC Board under applicable law; provided that: (a) Proxy Statement, or any amendments or supplements thereto, prior to making an Adverse Recommendation Change, disseminating to the CBTC Board shall provide written notice to United (a “Notice shareholders of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing)Company, and identify the Person making such Superior Proposal, if applicable (it being understood that Company shall consider any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested comments proposed by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines Parent in good faith. Parent agrees to promptly notify Company if at any time prior to the Company Shareholders Meeting any information provided by Parent or its Affiliates in the Proxy Statement, after consultation with its financial advisors or any amendment thereto, becomes incorrect or incomplete in any material respect, and outside counsel, that to provide the failure information needed to take correct such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawinaccuracy or omission.

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

Shareholder Approval. CBTC agrees The Company shall provide each shareholder entitled to takevote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), which meeting shall be held no later than the next annual meeting of the shareholders of the Company (which shall be held no later than June 15, 2010 (the “Shareholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel at the expense of the Company, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (the “Resolutions”) permitting adjustments to the Exercise Price (as defined in the Warrants) below the Floor Price (as defined in the Series 1 Warrants) and the issuance of any resulting additional shares of Common Stock issued thereunder in accordance with applicable law and the CBTC Articles rules and the CBTC Bylaws, all action necessary regulations of Principal Market (such affirmative approval being referred to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, herein as the “CBTC MeetingShareholder Approval”), as promptly as practicable after and the Registration Statement is declared effectiveCompany shall use its best efforts to solicit its shareholders’ approval of the Resolutions (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the shareholders that they approve the Resolutions. The CBTC Board Company shall recommend that be obligated to seek to obtain the CBTC shareholders approve Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s best efforts the Shareholder Approval is not obtained on or prior to the Shareholder Meeting Deadline, the Company shall cause an additional Shareholder Meeting to be held each semi-annual period thereafter until such Shareholder Approval is obtained or until such Shareholder Approval is no longer required under the rules and adopt regulations of the Agreement Principal Market or is no longer required to eliminate restrictions on adjustments to the Exercise Price below the Floor Price (as defined in the Series 1 Warrants) and the transactions issuance of all resulting additional shares of Common Stock issued thereunder. Until Shareholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Floor Price (as defined in the Series 1 Warrants) at any time while any of the Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s sole discretion and (ii) in no event shall any Excluded Securities be issued, or be deemed to be issued as contemplated hereby; provided that , for less than the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach fair market value of the fiduciary duties of Common Stock at the members of the CBTC Board under applicable law; provided that: (a) prior time such Excluded Securities are so issued or are so deemed to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawissued.

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

Shareholder Approval. CBTC agrees The Company shall use its reasonable efforts to takeobtain, as promptly as practicable, the Requisite Shareholder Approval, either at a special meeting of shareholders or pursuant to a written shareholder consent, all in accordance with the applicable law requirements of the LBCL, the Company Articles of Incorporation and the CBTC Articles Company Bylaws. In connection with such special meeting of shareholders or written shareholder consent, the Company shall provide to its shareholders a written proxy or information statement (the “Information Statement”) which includes (i) a summary of the material terms of the Merger and this Agreement (which summary shall include a summary of the material terms relating to the indemnification obligations of the shareholders, the escrow arrangements and the CBTC Bylawsauthority of the Representative, all action necessary and a statement that the adoption of this Agreement by the shareholders of the Company shall constitute approval of such terms) and (ii) a statement that the shareholders are or may be entitled to convene an appropriate meeting assert dissenters’ rights under the Section 131 of the LBCL, La. R.S. 12:131 and a copy of Section 131 of the LBCL. Parent agrees to cooperate with the Company in the preparation of the Information Statement. The Company agrees not to distribute the Information Statement until Parent has had a reasonable opportunity to review and comment on the Information Statement and the Information Statement has been approved by Parent (which approval may not be unreasonably withheld or delayed). If the Requisite Shareholder Approval is obtained by means of a written consent, the Company shall comply with Section 76 of the LBCL, La. R.S. 12:76, and other applicable provisions of the LBCL, and shall promptly inform Parent of the date on which such notice was sent. The Company, acting through its Board of Directors, shall include in the Information Statement the unanimous recommendation of its Board of Directors that the shareholders to consider and of the Company vote upon in favor of the approval adoption of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation the approval of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effectiveMerger. The CBTC Board Company shall recommend ensure that the CBTC shareholders approve Information Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under and adopt at the Agreement and the transactions contemplated hereby; time which they were made, not misleading (provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United Company shall not be required to propose responsible for the accuracy or completeness of any such adjustmentsinformation concerning Parent or the Merger Sub taken from SEC filings of Parent or otherwise furnished or approved by Parent in writing for inclusion in the Information Statement); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees (a) As promptly as reasonably practicable (but in no event later than ten calendar days after the execution of this Agreement, the Company shall prepare the Proxy Statement in preliminary form and file it with the SEC. The Board shall make the Company Board Recommendation to takethe Company’s shareholders and shall include such recommendation in the Proxy Statement. Each Investor shall, upon specific written request thereof, provide to the Company any information as may be reasonably requested by the Company in accordance connection with the preparation of, and required for inclusion in, the Proxy Statement; provided, however, that the Company shall not use any such information for any purposes other than those contemplated by this Section 5.03 unless (i) the Company obtains the prior written consent of the applicable law Investor to such use, or (ii) to the extent that use of such information is required to, as reasonably determined upon the advice of outside counsel, avoid violation of applicable Law. Each of the Company and the CBTC Articles Investors shall promptly, upon having actual knowledge thereof, correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. Subject to Section 5.12, the Company shall notify each Investor promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement and shall supply each Investor with copies of all written correspondence, and a summary of any oral comments, between the Company or any of its Representatives, on the one hand, and the CBTC BylawsSEC, all action necessary on the other hand, with respect to convene an appropriate meeting of the Proxy Statement. The Company shall use its shareholders reasonable best efforts to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), A) respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to promptly resolve such comments with the SEC and (B) cause the Proxy Statement to comply in all material respects with the Exchange Act and other applicable Law. Xxxxxxx and its counsel shall be given a reasonable opportunity to review any such comments and responses and the Company shall consider in good faith any such comments or responses and make the reasonable additions, deletions or changes suggested thereto by Xxxxxxx or its counsel. The Company shall use reasonable best efforts to cause the Proxy Statement to be disseminated to its shareholders as promptly as reasonably practicable after the Registration resolution of any such comments, but in no event later than two (2) Business Days after the earlier of (x) the SEC confirming that it has no further comments to the Proxy Statement is declared effectiveand (y) the tenth (10th) day after the filing of the Proxy Statement with the SEC if at such time the SEC has not provided any comments to the Proxy Statement. The CBTC Board shall recommend that Prior to the CBTC filing of the preliminary form or any subsequent version of the Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the shareholders approve and adopt of the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendationCompany, or change, withdraw, qualify or modify, or publicly propose responding to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if comments from the CBTC Board has, after having consulted with its financial advisor SEC with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Changethereto, the CBTC Board Company shall provide written notice Xxxxxxx with a reasonable opportunity to United (a “Notice of Recommendation Change”) of its intent review and to announce an Adverse Recommendation Change propose comments on the fifth (5th) business day following delivery of such noticedocument or response, which notice the Company shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines consider in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

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

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

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

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

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

Shareholder Approval. CBTC agrees (a) The Company shall use its best efforts to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”)obtain, as promptly as practicable after practicable, the Registration Statement is declared effectiveRequisite Shareholder Approval, either at a special meeting of shareholders or pursuant to a written shareholder consent, all in accordance with the applicable requirements of the DGCL. In connection with such special meeting of shareholders or written shareholder consent, the Company shall provide to its shareholders a written proxy or information statement (the "Disclosure Statement") which includes (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Shareholders, the escrow arrangements and the authority of the Shareholder Representative, and a statement that the adoption of this Agreement by the shareholders of the Company shall constitute approval of such terms), (B) all of the information required by Section 3(a)(10) of the Securities Act, if applicable, and (C) a statement that appraisal rights are available for the Company Shares pursuant to the DGCL and a copy of Section 262 of the DGCL. Engage agrees to cooperate with the Company in the preparation of the Disclosure Statement. The CBTC Board Company agrees not to distribute the Disclosure Statement until Engage has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by Engage (which approval may not be unreasonably withheld or delayed). If the Requisite Shareholder Approval is obtained without the solicitation of all shareholders entitled to vote, the Company shall recommend send, pursuant to Section 228 of the DGCL, a written notice to all shareholders of the Company at least ten days prior to the Effective Time informing them that the CBTC shareholders approve and adopt the this Agreement and the transactions contemplated hereby; provided that Merger were adopted and approved by the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach shareholders of the fiduciary duties Company and that appraisal rights are available for their Company Shares pursuant to Section 262 of the members of the CBTC Board under applicable law; provided that: DGCL (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writingof Section 262 of the DGCL), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach promptly inform Engage of the fiduciary duties of the members of the CBTC Board under applicable lawdate on which such notice was sent.

Shareholder Approval. CBTC agrees (a) At the first annual meeting (together with any subsequent annual meetings at which the Requisite Shareholder Approval is sought, the “Company Shareholder Meeting”) of the shareholders of the Company (the “Company Shareholders”) following the date hereof, the Company shall submit the issuance of any Warrant Shares in excess of the Warrant Shares Cap to takethe Company Shareholders for a vote pursuant to the applicable rules of the NASDAQ Stock Market, including but not limited to, NASDAQ Rule 5635(b) and 5635(d) (the “Requisite Shareholder Approval”). The Company may postpone or adjourn the Company Shareholder Meeting from time to time for up to 30 days in the aggregate. After such period, the Company Shareholder Meeting may only be postponed or adjourned in accordance with applicable law and the CBTC Articles and the CBTC BylawsCompany’s certificate of incorporation, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters bylaws or as otherwise required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), Applicable Law if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined Company determines that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith (after reasonable consultation with United Amazon) (if requested by Unitedw) and provide United reasonable opportunity during it is probable that the subsequent five (5) business day period to make such adjustments in proposals regarding the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall Requisite Shareholder Approval will not be obtained, (x) there is an insufficient number of shares of the Company’s capital stock present or represented by a proxy at the Company Shareholder Meeting to conduct business at the Company Shareholder Meeting, (y) the Company is required to propose postpone or adjourn the Company Shareholder Meeting by Applicable Law or a request from the Commission or its staff, or (z) it is necessary or appropriate to postpone or adjourn the Company Shareholder Meeting in order to give the Company Shareholders sufficient time to evaluate any supplemental information or disclosure that the Company has sent or otherwise made available to them; provided, however, the date of the Company Shareholder Meeting may not be postponed or adjourned more than an aggregate of an additional 15 days in connection with any postponement or adjournment. If, despite the Company’s commercially reasonable efforts as provided in Section 3.6(b), the Requisite Shareholder Approval is not obtained at the Company Shareholder Meeting, the Company shall, at Amazon’s written request prior to the filing of the proxy statement for the next annual meeting of the shareholders of the Company, seek to obtain such adjustments); and (c) Requisite Shareholder Approval at the CBTC Boardnext annual meeting of the shareholders of the Company. Amazon may request, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counselas set forth above, that the failure Company attempt to take such action would be reasonably likely to constitute a breach of obtain the fiduciary duties of Requisite Shareholder Approval until the members of the CBTC Board under applicable lawExpiration Time.

Shareholder Approval. CBTC agrees (a) NorCrown will (i) take all steps necessary duly to takecall, in accordance with applicable law give notice of, convene and hold a meeting of the shareholders of NorCrown (such meeting or any adjournment thereof, the “Shareholders Meeting”) for the purpose of securing the approval of the Shareholders of this Agreement and the CBTC Articles and Merger, (ii) recommend to the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon Shareholders the approval of this Agreement and any other matters required the Merger, and (iii) cooperate and consult with Valley with respect to be approved by CBTC’s shareholders for consummation each of the Merger foregoing matters. (including any adjournment or postponementb) For the purposes of holding the Shareholders Meeting, the “CBTC Meeting”), NorCrown and VNB shall as promptly as practicable after (i) prepare a proxy statement (the Registration Statement is declared effective. The CBTC Board shall recommend that “Proxy Statement”) satisfying all applicable requirements of the CBTC shareholders approve and adopt the Agreement National Bank Act and the transactions contemplated hereby; provided that New Jersey Banking Act, including, without limitation, the CBTC Board may fail to publication requirement, (ii) make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”)filings, if any, with the CBTC Board has, after having consulted OCC and the Department as are necessary in connection with its financial advisor with respect to financial matters the Proxy Statement and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach conduct of the fiduciary duties Shareholders Meeting, and (iii) mail such Proxy Statement to the Shareholders as soon as possible, but in no event later than 10 business days of the members of date hereof. Valley and its counsel shall have the CBTC Board under applicable law; provided that: (a) opportunity to review and comment on such Proxy Statement prior to making an Adverse Recommendation Change, mailing to the CBTC Board shall provide Shareholders. (c) NorCrown and VNB will promptly furnish the other with copies of written notice communications received by it from the OCC or the Department related to United the Proxy Statement and the Shareholders Meeting. (a “Notice of Recommendation Change”d) of its intent to announce an Adverse Recommendation Change on Until the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions termination of this Agreement as would enable in accordance with the CBTC Board terms hereof, the Trust shall, at the Shareholders Meeting, vote, or cause to proceed without an Adverse Recommendation Change be voted, its shares of NorCrown Common Stock (it being understood that United i) in favor of the Merger and (ii) against any Alternative Transaction. (e) The Trust shall not be required to propose any such adjustments); and (cexercise its dissenters’ rights under Section 215a(b) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties National Bank Act or Section 140 of the members New Jersey Banking Act. (f) Until the termination of this Agreement in accordance with the CBTC Board under applicable lawterms hereof, the Trust shall not transfer any of its shares of NorCrown Common Stock, or any rights in such shares, to any other person, other than a voting trust required by any Governmental Entity which is bound by the terms hereof. 5.8.

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

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

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

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

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

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

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

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

Shareholder Approval. CBTC agrees to takeThe Company shall hold a special or annual meeting of shareholders of the Company (the "Shareholder Meeting"), which shall be promptly called and held not later than December 1, 2005 (the "Shareholder Meeting Deadline"), seeking such shareholder approval of resolutions providing for the Company's issuance of all of the Securities (including resolutions in accordance with applicable law ASX Listing Rule 7.1) in accordance with the rules of the Principal Market and Australian Securities Law in connection with (i) the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of transactions contemplated by this Agreement and any other matters (ii) the Acquisition (such approval being referred to herein as the "Shareholder Approval", and the date of such approval, the "Shareholder Approval Date"), and the Company shall solicit its shareholders' approval of such resolutions and recommend to the shareholders that they approve such resolutions. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If the Shareholder Approval is not obtained on or prior to the Shareholder Meeting Deadline and the Buyers do not elect to deem the failure to obtain the Shareholder Approval a breach of this covenant (in their sole discretion), the Company shall cause two (2) additional Shareholder Meetings to be held every six months thereafter until such Shareholder Approval is obtained. For the purpose of preparing the notices calling the Shareholder Meeting, each Buyer shall provide to the Company, upon reasonable request by the Company, such information about the Buyer that is required to be approved by CBTC’s disclosed to the shareholders for consummation of the Merger (including Company in accordance with the Australian Securities Laws, and which the Company cannot otherwise obtain from publicly available sources. Notwithstanding any adjournment other provision in this Agreement, in the event that the Company fails to obtain the Shareholder Approval on or postponementprior to the Closing Date and the Buyers elect to proceed with Closing, the “CBTC Meeting”)Company will issue to the Buyers at the option of each Buyer, on Closing, a convertible note and warrants on the same terms and conditions as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement Note and the transactions contemplated hereby; provided Warrants but for a principal value (in the case of the Note) elected by such Buyer and for such number of Warrant Shares (in the case of the Warrants) elected by such Buyer, pro-rata, that would result, on conversion of the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation convertible note and exercise of the warrant (an “Adverse Recommendation Change”)and, if the CBTC Board hasASX determines, after having consulted with its financial advisor with respect on the issue of any Interest Shares), in the issue of not more than the maximum number of shares able to financial matters be issued by the Company without it breaching ASX Listing Rule 7.1 and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach any applicable rules of the fiduciary duties Principal Market. From time to time, as soon as either (i) the Company obtains the Shareholder Approval, or (ii) the Company is otherwise able to issue additional shares without breaching ASX Listing Rule 7.1 and any applicable rules of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangePrincipal Market, the CBTC Board shall provide written notice Company must issue to United each Buyer at the request of such Buyer an additional convertible note and additional warrants (a “Notice of Recommendation Change”"Additional Securities") of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material same terms and conditions as the Note and the Warrants but for a principal value (in the case of the convertible note) and for such number of Warrant Shares (in the case of the warrants), pro-rata, equal to an amount not in excess of the lesser of (i) the value or amount that would result, on conversion of the convertible note and exercise of the warrant, in the issue of the maximum number of shares able to be issued by the Company without it breaching ASX Listing Rule 7.1 , any applicable rules of the Principal Market and any provision of the Corporations Act; or (ii) the value equal to the total face value of each of the Note and Warrant that would have been required to have been issued under Section 1(a) if Shareholder Approval has been obtained, less the value of any applicable Superior Proposal notes or warrants already issued to the Buyers under this Section 4(p). In connection with each issuance of Additional Securities, the Company shall file additional registration statements in accordance with the terms of the Registration Rights Agreement (with the Effectiveness Deadline being 180 days after the issuance of any such Registrable Securities) registering the sale of all securities underlying any Additional Securities received by any Buyer pursuant to this Section 4(p) not previously included in a registration statement in accordance with the terms of the Registration Rights Agreement. From and include a copy thereof with all accompanying documentationafter the date hereof, if in writing), the Company must not issue any Securities that would prevent it from issuing Notes and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment Warrants to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in Buyers under this Section 7.02 shall be reduced 4(p) until the Buyers have received notes with a face value equal to three (3) business days following the delivery face value of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as Notes that would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be have been required to propose any have been issued under Section 1(a) if Shareholder Approval had been obtained and such adjustments); and (cnumber of warrants equal to the number of Warrants that would have been required to have been issued under Section 1(a) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawif Shareholder Approval had been obtained.

Shareholder Approval. CBTC agrees to take(a) The Company shall submit this Agreement, in accordance with applicable law the California Agreement of Merger and the CBTC Articles transactions contemplated hereby to its shareholders for approval and adoption as provided by California Law and the CBTC Bylawsarticles of incorporation and bylaws of the Company within five days of the date hereof. Such submission, all action necessary to convene an appropriate meeting and any proxy or consent in connection therewith, (i) shall include a solicitation of its shareholders to consider and vote upon the approval of the holders of Company Common Stock, the Company Preferred Stock and the Series B Preferred Stock of the Company, each voting separately as a class and (ii) shall specify that adoption of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation approval of the Merger shall constitute approval by the Company Shareholders of: (including any adjournment or postponementA) the escrow and indemnification obligations of the Company Shareholders set forth in Article 7 hereof and the deposit of the Merger Consideration equal to the Escrow Amount into the Escrow Fund and (B) in favor of the appointment of Jordan Libit as Securityholder Agent, the “CBTC Meeting”), under and as promptly as practicable after the Registration Statement is declared effectivedefined in this Agreement. The CBTC Board Company shall recommend that use its commercially reasonable efforts to obtain the CBTC shareholders consent of the Company Shareholders sufficient to (i) approve and adopt the Merger, this Agreement and the transactions contemplated hereby; provided that , (ii) constitute a majority of the CBTC Board may fail outstanding shares of Company Common Stock and Company Preferred Stock, voting together, (iii) constitute a majority of the outstanding shares of Company Common Stock, (iv) constitute at least a majority of the outstanding shares of Company Preferred Stock, (v) constitute at least a majority of the outstanding shares of Series B Preferred Stock of the Company and (vi) enable the Closing to make such recommendationoccur as promptly as practicable. In addition, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, the Company shall (i) promptly submit for approval by the Company Shareholders by the requisite vote (and in a manner satisfactory to Parent) any payments of cash or stock contemplated by this Agreement that is adverse Parent determines may constitute “parachute payments” pursuant to UnitedSection 280G of the Code, any such recommendation that all such payments resulting from the transactions contemplated hereby shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, or (an “Adverse Recommendation Change”)ii) deliver to Parent evidence satisfactory to Parent that a Company Shareholder vote was held in conformance with Section 280G and the regulations thereunder, if the CBTC Board has, after having consulted with its financial advisor or that such requisite Shareholder approval has not been obtained with respect to financial matters and having consulted with and considered the advice any payment of its outside legal counsel, determined cash or stock that the failure to make an Adverse Recommendation Change would may be reasonably likely deemed to constitute a breach “parachute payment” within the meaning of Section 280G of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeCode and, the CBTC Board shall provide written notice to United (as a consequence, that such “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United parachute payment” shall not be required made or provided. The Company shall deliver to propose any such adjustments); Parent, concurrently with the execution of this Agreement, executed Voting Agreements from holders with beneficial ownership of at least (i) a majority of the outstanding shares of Company Preferred Stock, (ii) a majority of the outstanding shares of Series B Preferred Stock of the Company and (ciii) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach 90% of the fiduciary duties outstanding shares of Company Common Stock, each as of the members of the CBTC Board under applicable lawdate hereof.

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

Shareholder Approval. CBTC agrees The Company, acting through the Company Board, shall as soon as practicable after the date of this Agreement (i) except as otherwise requested by the Parent, promptly and duly mail to takethe holders of Company Stock the notice of the Fairness Hearing required to be mailed to shareholders under CSL, (ii) promptly prepare the Company Consent Solicitation Statement in accordance with applicable federal and state law and include therein the CBTC Articles recommendation of the Company Board that shareholders of the Company vote in favor of the Merger and the CBTC Bylawsadoption of this Agreement, all (iii) promptly and duly, as soon as practicable following the earlier of (A) the date upon which the S-4 becomes effective or (B) the issuance by the Commissioner of the CSL Permit (as defined below), or such other time as the Parent and the Company mutually agree, cause the Company Consent Solicitation Statement and, in the case of the issuance by the Commissioner of the CSL Permit, a Parent Disclosure Document prepared or approved by the Parent, to be mailed or otherwise delivered to the Company's shareholders and take such other action as is necessary in accordance with CGCL, the DGCL, the Restated Articles of Incorporation and the Amended By-laws to convene an appropriate meeting of its cause the Company's shareholders to consider and vote act upon this Agreement and the Merger, including without limitation, setting a record date for shareholders entitled to consent in writing to this Agreement and the Merger and soliciting the written consent of the shareholders of the Company, (iv) use its reasonable best efforts to obtain adoption and approval by the shareholders of the Company of the Merger, and (v) unless this Agreement, the Merger and the other transactions and agreements contemplated hereby are adopted and approved by a unanimous written consent of all holders of capital stock of the Company, promptly after the approval of this Agreement the Merger by the Company's shareholders, mail to the Company's shareholders notice of such approval in accordance with the CGCL (including without limitation Section 603 of Chapter 6 and any Section 1301 of Chapter 13 thereof), the Restated Articles of Incorporation and Amended By-Laws (the "Approval Notice"). The Company agrees that the Company Consent Solicitation Statement and all other matters required materials to be approved by CBTC’s provided to the shareholders for consummation of the Merger (including any adjournment or postponementCompany in connection with obtaining approval and adoption of this Agreement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement Merger and the transactions contemplated hereby; provided that , including the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach notice of the fiduciary duties of Fairness Hearing and the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeParent Disclosure Document, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced subject to three (3) business days following the delivery prior review of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC and approval by the Parent and its counsel. The Company shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during promptly notify the subsequent five (5) business day period to make such adjustments in Parent upon obtaining the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawRequisite Shareholder Approval.

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

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

Shareholder Approval. CBTC agrees This Agreement together with the Certificate of Merger shall be submitted for consideration and approval to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene holders of shares of Celtrix Capital Stock at an appropriate annual or special meeting of its shareholders to consider duly held for such purpose by Celtrix, and vote upon the approval of this Agreement together with the Plan of Exchange shall be submitted for consideration and any other matters required approval to be approved the holders of shares of Insmed Capital Stock at an annual or special meeting of shareholders duly held for such purpose by CBTC’s shareholders for consummation Insmed. Celtrix and Insmed shall coordinate and cooperate with respect to the timing of such meetings and shall endeavor to hold such meetings on the Merger (including any adjournment or postponement, the “CBTC Meeting”), same day and as promptly soon as practicable after the Registration Statement is declared effectivedate hereof. The CBTC Board of Directors of Celtrix shall recommend that the CBTC its shareholders approve and adopt the this Agreement and the transactions contemplated hereby; provided hereby and the Board of Directors of Insmed shall recommend that its shareholders approve the CBTC Board may fail to make such recommendationPlan of Exchange and the transactions contemplated hereby and thereby, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any and such recommendation (an “Adverse Recommendation Change”), if shall be contained in the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered Joint Proxy Statement/Prospectus. On the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: first business day on or by which (a) prior to making an Adverse Recommendation Change, this Agreement and the CBTC Board shall provide written notice to United (a “Notice Plan of Recommendation Change”) Exchange have been duly approved by the requisite vote of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery holders of such notice, which notice shall specify any material terms shares of Celtrix Capital Stock and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing)Insmed Capital Stock, and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing the Closing of the transactions contemplated by this Agreement and those contemplated by the Plan of Exchange shall have occurred, or such Notice later date as shall be agreed upon by Celtrix and Insmed, Articles of Recommendation ChangeExchange shall be filed in accordance with the VSCA and a Certificate of Merger shall be filed in accordance with the DGCL, CBTC and the Merger and the Exchange shall negotiate become effective in good faith accordance with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement and the Certificate of Merger and the Plan of Exchange at the time and date set forth therein (such time and date being referred to herein as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments"Effective Time"); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.

Shareholder Approval. CBTC agrees The Company shall, at the earliest -------------------- practicable date, hold the Shareholder Meeting. In connection with the Shareholder Meeting, the Company's board of directors shall recommend to takethe Company's shareholders approval of the Holding Company Merger; provided, however, that in accordance with applicable law and the CBTC Articles and event of the CBTC Bylaws, all action necessary to convene an appropriate meeting receipt by the Company or any ----------------- of its shareholders to consider subsidiaries of an Acquisition Proposal and vote upon (x) the approval Company's board of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend directors has concluded in good faith that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in Acquisition Proposal constitutes a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that y) neither the Company nor any amendment to of its subsidiaries or any material term of the respective Affiliates, representatives, advisers or agents of the Company and its subsidiaries solicited, initiated or encouraged such Superior Proposal shall require a new Notice of Recommendation ChangeAcquisition Proposal, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (cz) the CBTC Board, following such five (5) business day period, determines Company's board of directors shall have determined in good faith, after consultation with based upon the written advice of outside counsel reasonably acceptable to the Buyer, that continuing to recommend the Holding Company Merger to the Company's shareholders would violate the directors' fiduciary duties under applicable Law, then in submitting the Holding Company Merger to the Company's shareholders for a vote, the Company's board of directors may submit the Holding Company Merger without recommendation, in which event the Company's board of directors may communicate the basis for its financial advisors and outside counsellack of a recommendation to the Company's shareholders in the Proxy Statement (or an appropriate amendment or supplement thereto, to the extent required by Law); provided, further, however, that the failure Company may not take any actions -------- ------- ------- under this sentence until after giving the Buyer at least five Business Days notice to take respond to such action would be reasonably likely to constitute a breach Acquisition Proposal (and after giving the Buyer at least five Business Days notice of the fiduciary duties of latest Material terms and conditions comprising such Acquisition Proposal) and then taking into account any amendment or modification to this Agreement proposed by the members of the CBTC Board under applicable lawBuyer.

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

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and Consummation of the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon transaction -------------------- contemplated by this Agreement requires the approval of this Agreement the shareholders of Parent. Such approval is a condition precedent to Closing for both parties. Prior to the Closing Date, Seller will prepare proxy solicitation materials and any other matters required to diligently make all necessary SEC filings in cooperation with Buyer. (except that Seller, at its option, shall not be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail obligated to make such recommendation, filings prior to expiration or change, withdraw, qualify waiver of Buyer's financing contingency under Section 7(l) hereof). Buyer agrees to furnish promptly to Parent all information concerning Buyer and its affiliates and their respective businesses and affairs which may be required by applicable Federal securities laws or modify, the SEC for inclusion in any proxy statement or publicly propose other solicitation materials relating to change, withdraw, qualify or modifythe solicitation of shareholder approval for the transaction contemplated by this Agreement, in a manner that is adverse the form required or appropriate for inclusion, and, to Unitedthe extent reasonably requested to do so, to cooperate with and assist Parent in the preparation of all such materials. All information furnished by Buyer concerning Buyer, its affiliate and their business and affairs, including financial information, shall (i) be in writing and itemized on an Information Schedule maintained by Buyer and acknowledged, from time to time, in writing by Seller, (ii) be true and correct in all material respects, (iii) comply with legal and regulatory requirements and (iv) not contain any misstatements of material information or omit any material information regarding Buyer and its business. If, prior to the shareholders' meeting at which shareholder approval will be solicited, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor event occurs with respect to financial matters and having consulted Buyer or any change occurs with and considered respect to information supplied by Buyer for inclusion in the advice of its outside legal counselproxy statement, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board Buyer shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery promptly notify Parent of such notice, which notice event and shall specify any material terms and conditions cooperate with Parent in the prompt filing with the SEC of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify necessary amendment or supplement to the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawproxy statement.

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

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

Shareholder Approval. CBTC agrees (a) Buyer acknowledges that Pure Cycle is required to take, (a) file this Agreement with the Securities and Exchange Commission (the “SEC Filing”) and (b) obtain the affirmative vote in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval favor of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that herein from the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in holders of a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if majority of the CBTC Board has, after having consulted with its financial advisor with respect to financial matters issued and having consulted with and considered the advice outstanding shares of its outside legal counsel, determined that common stock in accordance with the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach Colorado Business Corporation Act and Pure Cycle’s articles of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: incorporation and bylaws (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation ChangeShareholder Approval”) of its intent in order to announce an Adverse Recommendation Change on consummate the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the transactions contemplated herein. Within five (5) business day period referred days after the Effective Date, (i) Seller shall make the SEC Filing and (ii) Buyer shall enter into voting agreements with those shareholders of Pure Cycle who are directors of Pure Cycle and those shareholders over whose shares the directors have sole voting control, in a form reasonably acceptable to Buyer and such shareholders (each a “Voting Agreement”), pursuant to which each of such shareholder agrees to (x) vote in favor of adoption of this Section 7.02 shall Agreement and the transactions contemplated herein and (y) vote against (1) any Superior Proposal (as defined below), (2) any action, proposal, transaction or agreement which could reasonably be reduced expected to three result in a breach of any covenant, representation or warranty of Seller under this Agreement and (3) business days following vote against any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with or adversely affect the delivery timely consummation of the transactions contemplated herein. The date on which (i) Seller has provided written notice to Buyer that Seller has made the SEC Filing, together with reasonable supporting documentation evidencing satisfaction of such new Notice requirement, or (ii) Buyer has notified Seller that it has obtained executed Voting Agreements from holders of Recommendation Change); (b) after providing such Notice at least 27% of Recommendation ChangePure Cycle’s issued and outstanding shares of common stock, CBTC whichever is later, shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during be the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law“Due Diligence Kick-Off Date.”

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

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

Shareholder Approval. CBTC agrees Notwithstanding anything to takethe contrary herein or in the Standby Agreement or any other agreement contemplated hereby or thereby, the parties hereto acknowledge and agree that the obligation of Diversus hereunder to consummate the transactions contemplated by this Agreement, the Standby Agreement or any other agreement contemplated by this Agreement or the Standby Agreement (such agreements, the “Transaction Agreements” and such transactions, the “Transactions”) shall be conditioned upon the receipt of the Shareholder Approval (as defined below). Diversus covenants to submit the applicable Transaction Agreements and the Transactions to its shareholders within ten (10) days of receipt of a copy of the “Litigation Termination” (defined below). If Diversus does not receive the Shareholder Approval prior to (i) if such matters are submitted to a vote of shareholders at a meeting thereof called for the purpose of seeking a vote on such matters, the final adjournment of such meeting, or (ii) if such matters are submitted to the shareholders for action by written consent in lieu of a meeting, the earlier of (x) the date, if any, on which Diversus receives written instruments dissenting from such matters such that the Shareholder Approval shall be incapable of being obtained or (y) the close of business on the 30th calendar day following the date on which Diversus first mails any consent solicitation statement or other similar document seeking shareholder action by written consent in lieu of a meeting. Notwithstanding anything to the contrary herein or in the Standby Agreement or any other agreement contemplated hereby or thereby, the parties hereto acknowledge and agree that, solely in the case that Shareholder Approval is not obtained for the transactions contemplated herein and in the Standby Agreement 2 Execution Copy in accordance with applicable law the foregoing, Diversus shall have the right to terminate this Agreement without further liability, obligation, cost or penalty and all of the rights of the parties hereto under this Agreement and the CBTC Articles Standby Agreement shall thereupon terminate (other than the right of the Standby Purchaser to receive payment of the No-Vote Termination Fee pursuant to and in accordance with Section 13(e) of the CBTC BylawsStandby Agreement. For purposes of this Agreement, all action necessary the term “Shareholder Approval” shall mean, with respect to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement the applicable Transaction Agreements and any other matters required to be approved by CBTC’s shareholders for consummation Transactions, the affirmative vote or written consent of the Merger holders of (including any adjournment or postponementi) a majority in voting power of the outstanding shares of capital stock of Diversus entitled to vote thereon and (ii) a majority of the outstanding shares of Series A Preferred Stock, par value $0.0001 per share, entitled to vote thereon. For purposes of this Agreement, the term “CBTC Meeting”)Litigation Termination” shall mean the voluntary dismissal without prejudice of the litigation styled as Enstar Holdings (US) LLC, a Delaware limited liability company, individually, and derivatively on behalf of Nominal Defendant Diversus, Inc., as promptly Plaintiff, v. Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxx, ICG and Professional Casualty Holdings, Inc., as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve Defendants, and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendationDiversus Inc., or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modifyas Nominal Defendant, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice Court of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach Chancery of the fiduciary duties State of Delaware, C.A. No. 2018-0211-JRS, which dismissal shall be with prejudice as of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Closing. Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law4.

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

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

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as As promptly as practicable after the Registration Statement is declared effective. The CBTC Board date of this Agreement, and to the extent not performed prior to the date hereof, the Seller shall recommend prepare a proxy statement with respect to the convening of a general meeting of shareholders for purposes of approving this Agreement, the Transactions, appointing an external director, appointing an audit committee and each other matter that may be necessary or desirable in order to facilitate the CBTC shareholders approve and adopt consummation of each of the Agreement and Transactions (collectively, the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation ChangeShareholder Approvals”), if all as set forth in a proxy statement in a form to be agreed upon by the CBTC Board has, after having consulted Seller and Purchaser Sub (the “Proxy Statement”). The Seller shall: (i) cause the Proxy Statement to comply with its financial advisor applicable legal requirements; (ii) provide the Purchaser Sub with respect a reasonable opportunity to financial matters review and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach comment on any draft of the fiduciary duties of Proxy Statement, and include in the members of Proxy Statement all changes reasonably proposed by the CBTC Board Company; (iii) promptly cause the Proxy Statement to be submitted to the SEC on a Form 6-K, to the extent required under applicable law; provided that: and (aiv) prior cause the Proxy Statement to making an Adverse Recommendation Changebe mailed to the Seller’s shareholders as promptly as practicable following the date of this Agreement. If any event relating to the Seller occurs, or if the CBTC Board Seller becomes aware of any information, that should be disclosed in a supplement to the Proxy Statement, then the Seller shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on promptly inform the fifth (5th) business day following delivery Company of such notice, which notice shall specify any material terms event or information and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except thatshall, in accordance with the procedures set forth above, (i) prepare and submit to the SEC a Form 6-K that shall include such caseamendment or supplement as soon thereafter as is reasonably practicable, to the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be extent required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law, and (ii) if appropriate, cause such supplement to be mailed to the shareholders of the Seller or otherwise inform the Seller’s shareholders of such events.

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

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

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

Shareholder Approval. CBTC agrees to (a) Following the execution of this Agreement, IALB shall take, in accordance with applicable law and the CBTC its Articles of Incorporation and the CBTC Bylaws, all action necessary to convene an appropriate a meeting of its shareholders as promptly as practicable (and in any event within forty-five (45) days following the time when the Registration Statement becomes effective, subject to extension with the consent of First Merchants, which shall not unreasonably be withheld, conditioned or delayed) to consider and vote upon the approval adoption of this Agreement and approval of the transactions contemplated hereby (including the Merger) and any other matter required to be approved by the shareholders of IALB in order to consummate the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Shareholder Meeting”). (b) Subject to Section 7.5 hereof, IALB shall cooperate with First Merchants in the preparation of an appropriate proxy statement and other proxy solicitation materials (the “Proxy Statement”) and use its reasonable best efforts to obtain the requisite vote of IALB’s shareholders to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Shareholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by IALB in connection with the Shareholder Meeting are solicited in compliance with the Indiana Business Corporation Law, the Articles of Incorporation and Bylaws of IALB, and all other applicable legal requirements. IALB shall keep First Merchants updated with respect to the proxy solicitation results in connection with the Shareholder Meeting as reasonably requested by First Merchants. (c) Subject to Section 7.5 hereof, IALB’s Board of Directors shall recommend that IALB’s shareholders vote to adopt this Agreement and approve the transactions contemplated hereby (including the Merger) and any other matters required to be approved by CBTCIALB’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such notice, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law.. 7.2

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and As soon as reasonably practicable following the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval execution of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponementAgreement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board Company shall recommend that the CBTC shareholders approve and adopt the submit this Agreement and the transactions contemplated hereby; hereby to its shareholders for approval and adoption as provided that by California Law and its Articles of Incorporation and Bylaws. The Company shall use its best efforts to solicit and obtain the CBTC Board may fail consent of its shareholders sufficient to make such recommendationapprove the Merger and this Agreement and to terminate the Stock Purchase Agreement dated December 16, or change1997 between the Company and certain of its stockholders (the “Rights Agreement”) prior to Closing, withdraw, qualify or modify, or publicly propose and to change, withdraw, qualify or modifyenable the Closing to occur as promptly as practicable and, in a manner that is adverse any event, within 45 days following the date hereof. The materials submitted to Unitedthe Company’s shareholders shall be subject to review and approval by Parent and shall include information regarding the Company, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach terms of the fiduciary duties Merger and this Agreement and the unanimous recommendation of the members Board of Directors of the CBTC Board under applicable law; provided that: Company in favor of the Merger and this Agreement, and the transactions contemplated hereby. -34- 5.2 Access to Information. Each party shall afford the others and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) all of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of such noticeproperties, which notice shall specify any material terms books, contracts, commitments and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing)records, and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of it as the others may reasonably request, subject, in the case of Parent, to reasonable limits on access to its technical and other nonpublic information. Parent and its agents and representatives shall have access during normal business hours to the Company’s facility located at 000 Xxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx for the purpose of performing such Notice environmental testing and investigations (including, without limitation, sampling of Recommendation Changesubsurface soils and groundwater) that Parent, CBTC in its sole discretion, deems necessary (such testing and investigation, whenever performed, referred to as the “Environmental Review”) at any time prior to the Closing; provided, however, that Parent shall negotiate in good faith not unreasonably interfere with United (if requested by United) and provide United reasonable opportunity the operations of the Company during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach performance of the fiduciary duties Environmental Review. No information or knowledge obtained in any investigation pursuant to this Section 5.2 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the members of parties to consummate the CBTC Board under applicable law.Merger. 5.3

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and (a) No later than the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate 2021 annual meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponementshareholders, the Company shall duly call, give notice of, establish a record date for, convene and hold its annual shareholders’ meeting (the “CBTC Shareholders’ Meeting”), as promptly as practicable after for the Registration Statement is declared effectivepurpose of, among other matters, (i) voting upon approval and adoption of the Non-Voting Common Stock Articles Supplementary and (ii) voting upon such approval required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of the Exchange Cap (collectively, the “Shareholder Approval”). The CBTC Company shall: (A) through its Board shall recommend that to its shareholders the CBTC shareholders approve approval and adopt adoption of the Agreement Non-Voting Common Stock Articles Supplementary and the transactions contemplated herebyapproval to effect issuances in excess of the Exchange Cap (the “Company Recommendation”); provided that (B) include such Company Recommendation in the CBTC proxy statement delivered to shareholders; and (C) use its best efforts to obtain the Shareholder Approval. The Purchasers shall vote to approve the Non-Voting Common Stock Articles Supplementary at the Shareholders’ Meeting and not take any action or inaction to directly or indirectly delay or support any opposition to the Shareholder Approval. Neither the Board may fail to make such recommendation, or change, nor any committee thereof shall withdraw, qualify or modify, or propose publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to Uniteda Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation. The Company shall adjourn or postpone the Shareholders’ Meeting, if, as of the time for which such recommendation meeting is originally scheduled there are insufficient shares of Common Stock represented (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely either in person or by proxy) to constitute a breach quorum necessary to conduct the business of such meeting. The Company shall also adjourn or postpone the Shareholders’ Meeting, if on the date of the fiduciary duties Shareholders’ Meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation ChangeShareholder Approval and, following such adjournment or postponement, the CBTC Board Company shall provide written notice solicit proxies representing a sufficient number of shares to United (a “Notice obtain the Shareholder Approval. Following the first of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery of either such noticeadjournment or postponement, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) a Purchaser, the Company shall retain a proxy solicitor reasonably acceptable to, and provide United reasonable opportunity during on terms reasonably acceptable to, such Purchaser in connection with obtaining the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawShareholder Approval.

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

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of The Company shall promptly submit this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; hereby to its Shareholders for approval and adoption as provided by Minnesota Law and the articles of incorporation and bylaws of the Company. Such submission, and any proxy or consent in connection therewith, (i) shall include a solicitation of the approval of the holders of Company Common Stock and (ii) shall specify that adoption of this Agreement shall constitute approval by the CBTC Shareholders of: (A) the escrow and indemnification obligations of the Shareholders set forth in Article VIII hereof and the deposit of cash equal to the Escrow Amount into the Escrow Fund and (B) in favor of the appointment of Xxxx X. Xxxxx as Stockholder Representative, under and as defined in this Agreement. Any materials to be submitted to the Company’s Shareholders in connection with the Merger and this Agreement (the “Soliciting Materials”) shall be subject to review and approval by Parent and shall include information regarding the Company, the terms of the Merger and this Agreement, and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Soliciting Materials any information with respect to Parent or its affiliates or associates, the form and content of which shall not have been approved by Parent prior to such inclusion. The Company shall use its best efforts to obtain the consent of its Shareholders sufficient to (i) approve the Merger and this Agreement, (ii) constitute a majority of the outstanding shares of Company Common Stock, and (iii) enable the Closing to occur as promptly as practicable. The Company shall give Shareholders sufficient notice such that no Shareholder will be able to exercise appraisal rights if such Shareholder has not perfected such appraisal rights prior to Closing pursuant to Sections 302A.471 and 302A.473 of the Minnesota Corporations Business Act. In addition, the Company shall promptly submit for approval by its Shareholders by the requisite vote any payments or benefits that may fail not be deductible by reason of Section 280G of the Code with such approval to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, be obtained in a manner that is adverse to United, any which meets the approval of Parent and in a manner which satisfies all applicable requirements of such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach Section 280G(b)(5)(B) of the fiduciary duties Code and the proposed Treasury Regulations thereunder, including Q&A-7 of the members of the CBTC Board under applicable law; provided that: (a) prior to making an Adverse Recommendation Change, the CBTC Board shall provide written notice to United (a “Notice of Recommendation Change”) of its intent to announce an Adverse Recommendation Change on the fifth (5th) business day following delivery Section 1.280G-1 of such noticeproposed regulations, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentationor, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term absence of such Superior Proposal shall require a new Notice shareholder approval, none of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 those payments or benefits shall be reduced paid or provided, pursuant to three (3) business days following the delivery waivers of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate those payments and benefits to be executed by the affected individuals in good faith with United (if requested by United) form and provide United substance reasonable opportunity during the subsequent five (5) business day period satisfactory to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable lawParent.

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

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

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

Shareholder Approval. CBTC agrees to take, in accordance with applicable law and the CBTC Articles and the CBTC Bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by CBTC’s shareholders for consummation of the Merger (including any adjournment or postponement, the “CBTC Meeting”), as promptly as practicable after the Registration Statement is declared effective. The CBTC Board shall recommend that the CBTC shareholders approve and adopt the Agreement and the transactions contemplated hereby; provided that the CBTC Board may fail to make such recommendation, or change, withdraw, qualify or modify, or publicly propose to change, withdraw, qualify or modify, in a manner that is adverse to United, any such recommendation (an “Adverse Recommendation Change”), if the CBTC Board has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined that the failure to make an Adverse Recommendation Change would be reasonably likely to constitute a breach of the fiduciary duties of the members of the CBTC Board under applicable law; provided thatShareholder Approval” means: (a) prior the approval of the holders of a majority of the Company’s outstanding voting Common Stock, if and to making an Adverse Recommendation Changethe extent legally required, to amend the Company’s Certificate of Incorporation to (i) increase the number of authorized shares of Common Stock by at least the number of shares equal to the number of shares of Common Stock issuable under the Transaction Documents, or (ii) effect a reverse stock split with respect to the Common Stock, or (b) such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by this Agreement, including the issuance of all of the Conversion Shares, Commitment Shares, and Warrant Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date (the “Exchange Cap”). The Company shall hold a special meeting of shareholders at the earliest practicable date after the date of this Agreement for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the CBTC Board Company shall provide written notice call a meeting as often as possible thereafter to United (seek Shareholder Approval until the Shareholder Approval is obtained. Until such approval is obtained, no Buyer shall be issued in the aggregate, upon conversion or exercise, as applicable, of August 2022 Notes or August 2022 Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a “Notice fraction, the numerator of Recommendation Change”) of its intent which is the purchase price paid by such Buyer pursuant to announce an Adverse Recommendation Change this Agreement on the fifth Closing Date and the denominator of which is the aggregate purchase price paid by the August 2022 Buyers for the August 2022 Notes that are actually issued on the Closing Date (5th) business day following delivery with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such noticeBuyer’s August 2022 Notes or August 2022 Warrants, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of August 2022 Notes or August 2022 Warrants shall convert or exercise all of such holder’s August 2022 Notes or August 2022 Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of August 2022 Notes and August 2022 Warrants on a pro rata basis in proportion to the aggregate principal amount of August 2022 Notes then held by each such holder. “Authorized Capital Adjustment Date” shall mean the date that the Company has effected the actions approved pursuant to Shareholder Approval, which notice shall specify any material terms and conditions of any applicable Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), and identify the Person making such Superior Proposal, if applicable (it being understood that any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five (5) business day period referred to in this Section 7.02 shall be reduced to no later than three (3) business days following the delivery of such new Notice of Recommendation Change); (b) after providing such Notice of Recommendation Change, CBTC shall negotiate in good faith with United (if requested by United) and provide United reasonable opportunity during the subsequent five (5) business day period to make such adjustments in the terms and conditions of this Agreement as would enable the CBTC Board to proceed without an Adverse Recommendation Change (it being understood that United shall not be required to propose any such adjustments); and (c) the CBTC Board, following such five (5) business day period, determines in good faith, after consultation with its financial advisors and outside counsel, date that the failure to take such action would be reasonably likely to constitute a breach of Company has obtained the fiduciary duties of the members of the CBTC Board under applicable lawShareholder Approval.