Common use of Assumption of Agreements Clause in Contracts

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety thirty (9030) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety thirty (9030) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; ; Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version 3.0 — Purchase and Assumption Agreement Port Orange, Florida December 8, 2010 provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

Assumption of Agreements. Subject to the provisions of Except as provided in Section 4.8(b) or Section 4.8(c), with respect to agreements existing as of the Bank Closing Date which that provide for the rendering of services by or to the Failed Bank, within one hundred fifty (150) days after the Bank Closing Date (provided that the Assuming Institution will use commercially reasonable efforts to make a determination within ninety (90) days after the Bank Closing DateDate and will notify the Receiver, on a rolling basis, once it makes a determination), the Assuming Institution shall will give the Receiver (i) written notice specifying whether each agreement it elects to assume or not to assume and (ii) a copy of each such agreementagreement (including all amendments and other modifications, exhibits, schedules, and other attachments) it elects not to assume. The Assuming Institution will assume all agreements for which it does not give timely notification of its election not to assume. Except as may be otherwise provided in this Article IVSection 4.6(e), the Assuming Institution agrees to will comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of if an agreement that provides for the rendering of services by the Failed Bank, the date which that is ninety one hundred fifty (90150) days after the Bank Closing DateDate (provided that the Assuming Institution will use commercially reasonable efforts to make a determination as soon as practicable after the Bank Closing Date and will notify the Receiver, on a rolling basis, once it makes a determination), and (ii) in the case of if an agreement that provides for the rendering of services to the Failed Bank, the date which that is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such that agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to will assign, transfer, convey convey, and deliver to the Assuming Institution all right, title title, and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises). The Assuming Institution agreeswill, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.an

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety thirty (9030) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey Module 1 — Whole Bank w/ Optional Shared Loss Agreements Coastal Bank Version 3.01 — Purchase and Assumption Agreement Cocoa Beach, FL December 8, 2010 and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety thirty (9030) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to Module 1 — Whole Bank w/ Optional Shared Loss Agreements XXXXXX COMMUNITY BANK Version 3.01 — Purchase and Assumption Agreement BROOKSVILLE, FLORIDA December 8, 2010 assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it Whole Bank w/ Optional Shared Loss Agreements 25 Heritage Bank of Florida Version 4.4 – PURCHASE AND ASSUMPTION AGREEMENT Lutz, Florida September 19, 2012 elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver Module 1 – Whole Bank w/ Optional Shared Loss Agreements 25 Plantation Federal Bank Version 4.1 – PURCHASE AND ASSUMPTION AGREEMENT Pawleys Island, SC February 21, 2012 agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy Module 1 - Whole Bank w/ Optional Shared Loss Agreements Version 3.1.1 - Purchase and Assumption Agreement April 27, 2011 Bank of Choice Greeley, Colorado such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety thirty (9030) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed Module 1 – Whole Bank w/ Optional Shared Loss Agreements CommunitySouth Bank and Trust Version 3.0– PURCHASE AND ASSUMPTION AGREEMENT Easley, SC January 19, 2011 by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IVW, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has Module 1 - Whole Bank w/ Optional Shared Loss Agreements Version 4.1 - Purchase and Assumption Agreement February 21. 2012 25 Inter Savings Bank, FSB Maple Grove, Minnesota the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

Assumption of Agreements. Subject Contemporaneously with the execution and delivery of this Agreement, unless the Parties agree on a different structure to exploit and operate any or all the Managed Assets, Licensor is assigning all of its rights and obligations under those agreements identified on Exhibit D (collectively, the “Assigned Agreements”), and Licensee or its Affiliates are assuming all of Licensor’s rights and obligations thereunder which arise and are related to periods after the Start Date. Anything in this Agreement to the provisions contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license, or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date a third party thereto would constitute a breach thereof. If such consent (which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as consent may be otherwise provided in this Article IV, the Assuming Institution agrees obtained by way of amendment or supplement to comply with the terms of the underlying contract, lease, authorization, license or permit; provided, however, that no such amendment or supplement to such terms shall be entered into without Licensee’s prior consent, which shall not be unreasonably withheld, conditioned or delayed) (a “Deferred Consent”) is not obtained by Licensor, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Licensee would not receive all such rights, then, in each such agreement for case, (a) the contract, lease authorization, license or permit to which such Deferred Consent relates (a period commencing on “Deferred Item”) shall not be assigned pursuant to this Agreement without any reduction in the day amounts payable hereunder (unless it materially affect the management, operation or exploitation of the relevant affected Managed Asset), (b) from and after the Bank Closing Date Start Date, Licensor and ending on: (i) Licensee will cooperate, in the case of an agreement that provides for the rendering of services by the Failed Bankall reasonable respects, the date which is ninety (90) days to obtain such Deferred Consent as soon as practicable after the Bank Closing Start Date, provided that Licensor shall not be required to make any payments or agree to any material undertakings in connection therewith; provided, however, that Licensor shall make its personnel and counsel reasonably available (at Licensor’s expense) to negotiate and document such Deferred Consent, and (iic) until such Deferred Consent is obtained, Licensor and Licensee will cooperate, in all reasonable respects, to provide to Licensee the benefits under the Deferred Item to which such Deferred Consent relates (with Licensee entitled to all the gains and responsible for all the losses, taxes, liabilities and/or obligations thereunder but only if Licensee obtains the rights and benefits thereunder). In particular, in the case of an agreement event that provides for the rendering of services any such Deferred Consent is not obtained prior to the Failed BankStart Date, the date which is thirty then Licensor and Licensee shall enter into such arrangements as shall be legally permitted (30including without limitation subleasing or subcontracting if permitted) days after the Assuming Institution has given notice to provide to the Receiver Parties the economic and operational equivalent of obtaining such Deferred Consent. Upon obtaining a Deferred Consent, Licensor shall promptly assign to Licensee all of its election not to assume such agreement; provided that rights and obligations under the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest respective Deferred Item without payment of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunderfurther consideration therefor. In the event that Licensee renews any Third Party Agreements that licensed Content for the Assuming Institution elects not Managed Assets, Licensee will use commercially reasonable efforts to accept an assignment renew such Third Party Agreements such that the Content for the Managed Assets is licensed pursuant to a separate licensing agreement and Licensee shall provide copies of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy all such premises, the provisions of this Section 4.8(a) shall not apply agreements to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreementLicensor.

Assumption of Agreements. Subject (a) In the event of a Default or Event of Default under the Construction Agency Agreement, Guarantor may, and in the event of the rejection or disaffirmation of the Construction Agency Agreement by Lessee as debtor in possession or Lessee's trustee in bankruptcy pursuant to any Bankruptcy Law, Guarantor shall and does hereby (without the necessity of any further agreement or act), assume all obligations and liabilities of Lessee under the Construction Agency Agreement to the provisions same extent as if it had been originally named instead of Section 4.8(b)such Lessee as a party to such documents and there had been no such rejection or disaffirmance; and Guarantor shall confirm such assumption in writing at the request of Lessor upon or after such rejection or disaffirmance. Guarantor, with respect to agreements existing as upon such assumption, will have all rights of Lessee under the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days Construction Agency Agreement. From and after the Bank Closing Datedate of such assumption, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IVSECTION 7(a), all provisions of this Guaranty shall continue in full force and effect as separate and independent undertakings of Guarantor, binding upon and enforceable against Guarantor without regard to the Assuming Institution agrees validity or enforceability of such assumption, and all provisions of this Guaranty applicable to comply with the terms Construction Agency Agreement and to Lessor and Lessee in respect of each the Construction Agency Agreement shall also apply to such agreement for a period commencing on assumption and to Lessor and Guarantor in respect of such assumption to the day after the Bank Closing Date same extent and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services same manner as such provisions are applicable to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice Construction Agency Agreement and to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey Lessor and deliver to the Assuming Institution all right, title and interest Lessee in respect of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. Construction Agency Agreement. (b) In the event of a Default or Event of Default under the Assuming Institution elects not Lease, Guarantor may, and in the event of the rejection or disaffirmation of the Lease by Lessee as debtor in possession or Lessee's trustee in bankruptcy pursuant to accept an assignment any Bankruptcy Law, Guarantor shall and does hereby (without the necessity of any lease (further agreement or sublease) act), assume all obligations and liabilities of Lessee under the Lease to the same extent as if it had been originally named instead of such Lessee as a party to such documents and there had been no such rejection or negotiate a new lease for leased Bank Premises disaffirmance; and Guarantor shall confirm such assumption in writing at the request of Lessor upon or after such rejection or disaffirmance. Guarantor, upon such assumption, will have all rights of Lessee under Section 4.6 the Lease. From and does not otherwise occupy after the date of such premisesassumption, the as provided in this SECTION 7(b), all provisions of this Section 4.8(a) Guaranty shall not continue in full force and effect as separate and independent undertakings of Guarantor, binding upon and enforceable against Guarantor without regard to the validity or enforceability of such assumption, and all provisions of this Guaranty applicable to the Lease and to Lessor and Lessee in respect of the Lease shall also apply to service agreements related such assumption and to Lessor and Guarantor in respect of such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay assumption to the Receiver or same extent and in the same manner as such provisions are applicable to appropriate third parties at the direction Lease and to Lessor and Lessee in respect of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreementLease.

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the the. Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: on (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) ). days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this this. Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay pay. to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.. Basic P&A Agreement (VB. Illinois). Valley Bank. Version 6..2P — PURCHASE AND ASSUMPTION AGREEMENT Moline, 1L

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Module 1 – Whole Bank w/ Optional Shared Loss Agreements 23 First Heritage Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Snohomish, Washington April 27, 2011 Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

Assumption of Agreements. Subject (a) It is expressly acknowledged that the Shareholder (and not the Company or any of its Subsidiaries) is a party to certain agreements (other than leases, such leases being covered by Section 6.10) that the Purchaser and the Company desire to have the benefit of and perform the obligations of the Shareholder (and its direct and indirect subsidiaries) under after the Closing that are set forth in Section 6.11(a) of the Shareholder Disclosure Schedule (the "Assumed Agreements"). The Shareholder hereby assigns to the provisions of Section 4.8(b), with respect to agreements existing Company as of the Bank Closing Date which provide for (i) the rendering Assumed Agreements to the extent that the Shareholder possesses and has the right to assign such Assumed Agreements as of services the Closing; and (ii) the accounts receivable and other rights to payment under such Assumed Agreements that, as of the Closing, are payable by a third party to the Shareholder or a direct or indirect subsidiary of Shareholder, whether past due, due or to become due, including any interest, sales or use taxes, finance charges, late or returned check charges and other obligations of the Failed Bank, within ninety accounts debtor with respect thereto. (90b) days after Effective on the Bank Closing Date, the Assuming Institution shall give Company and the Receiver written notice specifying Purchaser hereby assume and agree to faithfully fulfill and perform and discharge, and agree to cause their direct and indirect subsidiaries (including the Subsidiaries) to assume, fulfill and perform, discharge and pay as they become due, all debts, liabilities, guarantees, assurances, commitments, acts, services and obligations, whether it elects to assume fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to assume each such agreement. Except as may become due, whenever or however arising (including, without limitation, whether arising out of contract or tort based on negligence or strict liability) and whether or not the same would be otherwise provided required by generally accepted principles and accounting policies to be reflected in this Article IVfinancial statements or disclosed in the notes thereto, relating to any of the Assumed Agreements (collectively, the Assuming Institution agrees "Assumed Agreement Liabilities"). (c) As of and from the Closing, the Shareholder on behalf of itself and its direct and indirect subsidiaries authorizes the Purchaser, the Company and their direct and indirect subsidiaries (including the Subsidiaries), to comply with the extent permitted by applicable Law and the terms of each such agreement for a period commencing on the day after Assumed Agreements, at the Bank Closing Date Company's and ending on: the Purchaser's expense, to perform all the Assumed Agreement Liabilities and receive all of the benefits of the Shareholder and its affiliates thereunder. (id) Nothing in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution this Agreement shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees construed as an attempt or agreement to assign, transfer, convey convey, deliver, lease, sublease, license or sublicense any Assumed Agreement or right contained therein, which by its terms or by Law, cannot be assigned, transferred, conveyed, delivered, leased, subleased, licensed or sublicensed, or under which rights or obligations would otherwise be accelerated as a result of this Agreement, or which are cancelable or terminable by a third party in the event of an assignment, transfer, conveyance, delivery, lease, sublease, license or sublicense (collectively, the "Non-Assumable Agreements"). In any such case, the assignment, transfer, conveyance, lease, sublease, license or sublicense shall be deemed deferred until such time as a consent, substitution, approval, amendment or removal of any legal impediment has been obtained such that a violation of the terms of the Non-Assumable Agreements and deliver any Law, acceleration, cancellation or termination shall not occur. (e) Whether before or after the Closing, the Purchaser and the Company agree to use (and shall cause the Subsidiaries to use) their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, release or amendment required to novate or assign all Non-Assumable Agreements and Assumed Agreement Liabilities of the Shareholder and its direct and indirect subsidiaries under any and all Non-Assumable Agreements and to obtain in writing the unconditional release of the Shareholder and its employees, officers, directors and/or direct or indirect subsidiaries so that, in any such case, the Company and/or Purchaser shall be solely responsible for such Non-Assumable Agreements and Assumed Agreement Liabilities. (f) Unless prohibited by Law or the applicable Non-Assumable Agreement, in the event consents, novations, substitutions, approvals or amendments cannot be obtained (whether before or after the Closing) eliminating the condition that makes an Assumed Agreement a Non-Assumable Agreement: (i) the Company shall, as agent, subcontractor or in another permitted capacity for the Shareholder and the Shareholder's direct and indirect subsidiaries, pay, perform and discharge fully, or cause to be paid, performed or discharged all of the Assumed Agreement Liabilities under the Non-Assumable Agreements existing on and from and after the Closing Date; and (ii) the Shareholder shall, without further consideration, pay and remit, or cause to be paid or remitted to the Assuming Institution Company all rightmoney, title rights and interest other consideration received by Shareholder (as reasonably practicable) and in respect of such performance. If and when a consent, substitution, approval, release or amendment relating to a Non-Assumable Agreement shall be obtained, or such Non-Assumable Agreement shall otherwise become assignable or able to be novated, the ReceiverShareholder shall thereafter assign, if anyor cause to be assigned, all its rights and obligations (including the Assumed Agreement Liabilities) to the Company or an appropriate Subsidiary without payment of further consideration and the Company or its Subsidiary shall, without payment of any further consideration, assume such rights and obligations (including the Assumed Agreement Liabilities). (g) The Shareholder and its direct and indirect subsidiaries shall not be obligated to spend any money in and connection with the Non-Assumable Agreements after the Closing Date unless the necessary funds are advanced or caused to agreements be advanced by the Assuming Institution assumes hereunderCompany or the Purchaser. In the event that the Assuming Institution elects not Shareholder or a direct or indirect subsidiary of Shareholder does make an advance, the Company and the Purchaser shall promptly reimburse the Shareholder or the applicable direct or indirect subsidiary of Shareholder. (h) The Company and the Purchaser shall indemnify, defend and hold harmless the Shareholder and its direct and indirect subsidiaries, officers, directors, affiliates, agents and employees from and after the Closing Date against all actions, liabilities, claims, costs, expenses, rentals, losses and Damages incurred by the Shareholder or its direct and indirect subsidiaries, officers, directors, affiliates, agents, employees, lessees and sublessees as a result of (i) the failure of the Purchaser or the Company on or after the Closing Date to accept an assignment perform any Assumed Agreement or any Assumed Agreement Liabilities or (ii) the breach by the Purchaser or the Company on or after the Closing Date of any lease Assumed Agreement. (or subleasei) or negotiate a new lease for leased Bank Premises under Nothing in this Section 4.6 and does not otherwise occupy such premises6.11 shall confer upon the Company, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use Purchaser or benefit of any such agreement, promptly to pay other person or entity any rights to the Receiver intellectual property held by the Shareholder under, or to appropriate third parties at inconsistent with, the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreementIntellectual Property Agreement.

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has · given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement. Module 1 Whole Bank w/Optional Shared Loss Agreements 24 Bank of Xxxxxxx Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT COLFAX, WASHINGTON April 27, 2011

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.. Whole Bank w/ Optional Shared Loss Agreements Version 5.2 – Purchase and Assumption Agreement February 21, 2013 26 First Federal Bank Lexington, Kentucky

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Fixed Price Whole Bank w/ Optional Shared Loss Agreements 24 Old Harbor Bank Version 3.2 – PURCHASE AND ASSUMPTION AGREEMENT Clearwater, Florida July 15, 2011 Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

Assumption of Agreements. Subject to the provisions of Section 4.8(b)) , with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreementagreements. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, Module 1 – Whole Bank w/ Optional Shared Loss Agreements 24 Virginia Business Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Richmond, Virginia April 27, 2011 transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

Assumption of Agreements. Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Module 1 — Whole Bank w/ Optional Shared Loss Agreements First State Bank Version 3.2— Purchase and Assumption Agreement Cranford, NJ July 15, 2011 Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.