Common use of Authority; No Breach By Agreement Clause in Contracts

Authority; No Breach By Agreement. (a) NDC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDC. This Agreement represents a legal, valid, and binding obligation of NDC, enforceable against NDC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDC, nor the consummation by NDC of the transactions contemplated hereby, nor compliance by NDC with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity under, any Contract or Permit of any NDC Entity, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC UPC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCUPC. This Agreement (which for purposes of this sentence shall not include the Stock Option Agreement) represents a legal, valid, and binding obligation of NDCUPC, enforceable against NDC UPC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCUPC, nor the consummation by NDC UPC of the transactions contemplated hereby, nor compliance by NDC UPC with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCUPC's Certificate Restated Charter of Incorporation or BylawsBy-laws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity UPC Company under, any Contract or Permit of any NDC EntityUPC Company, or, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity UPC Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on UPC, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC UPC or UPC Merger Subsidiary of the Merger and the other transactions contemplated in this AgreementAgreement and the Plan of Merger.

Authority; No Breach By Agreement. (a) NDC Buyer has the corporate power and authority necessary to executeexecute and deliver this Agreement and, deliver subject to any necessary approvals referred to in Sections 7.1(b) and 7.1(c), to perform its obligations under this Agreement Agreement, and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCBuyer. This Subject to any necessary approvals referred to in Sections 7.1(b) and 7.1(c), this Agreement represents a legal, valid, and binding obligation of NDCBuyer, enforceable against NDC Buyer in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCBuyer, nor the consummation by NDC Buyer of the transactions contemplated hereby, nor compliance by NDC Buyer with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate Buyer’s Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Buyer Entity under, any Contract or Permit of any NDC Buyer Entity, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b7.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Buyer Entity or any of their respective material Assets. (c) Other than Except for (a) the filing of applications and notices with, and approval of such applications and notices from, the Georgia Department of Banking and Finance and Federal Reserve, (b) the filing of any other required applications, filings, or notices with any other federal or state banking, insurance, or other regulatory or self-regulatory authorities or any courts, administrative agencies, or commissions or other Governmental Authorities and approval of, or non-objection to, such applications, filings, and notices, (c) the filing with the SEC of the Registration Statement in which the Proxy Statement/Prospectus will be included, and declaration of effectiveness of the Registration Statement, (d) the filing of the Articles of Merger with the Secretary of State of the State of Georgia, (e) any consents, authorizations, approvals, filings, or exemptions in connection or with compliance with the applicable provisions of federal and state securities laws relating to the Securities Lawsregulation of broker-dealers, applicable state corporate and securities Lawsinvestment advisers, or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization, and the NYSErules and regulations of The NASDAQ Stock Market, or that are required under consumer finance, mortgage banking, and other than Consents required from Regulatory Authoritiessimilar laws, and other than (f) notices to or filings with under the Internal Revenue Service Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, if any, no consents or the Pension Benefit Guaranty Corporation with respect to any employee benefit plansapprovals of, or under the HSR Act, no notice to, filing filings or registrations with, or Consent of, any public body or authority is Governmental Authority are necessary for in connection with the consummation by NDC Buyer of the Merger and the other transactions contemplated in by this Agreement.

Authority; No Breach By Agreement. (a) NDC FCB has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated provided for herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCFCB, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of FCB Common Stock. This Subject to such requisite stockholder approval and required regulatory consents, this Agreement represents a legal, valid, valid and binding obligation of NDCFCB, enforceable against NDC FCB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Neither Except as set forth on Schedule 5.2(b), neither the execution and delivery of this Agreement by NDCFCB, nor the consummation by NDC FCB of the transactions contemplated herebyprovided for herein, nor compliance by NDC FCB with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate FCB’s Articles of Incorporation or BylawsBylaws or the Articles or Certificates of Incorporation or Bylaws of any FCB Company, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity FCB Company under, any Contract or Permit of any NDC EntityFCB Company, where failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on such FCB Company, or, (iii) subject to receipt of the requisite Consents and approvals referred to in Section 9.1(b)this Agreement, constitute violate or result in a Default under, or require any Consent pursuant to, conflict with any Law or Order applicable to any NDC Entity FCB Company or any of their respective material Assets. (c) Other Except as set forth on Schedule 5.2(c), other than (i) in connection or compliance with the provisions of the Securities Laws, Laws and applicable state corporate and securities Laws, and rules of the NYSE, and other than (ii) Consents required from Regulatory Authorities, (iii) the approval by the stockholders of FCB of the Merger and other than the transactions provided for in this Agreement, (iv) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and (v) Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on the FCB Company at issue, no notice to, filing with, with or Consent of, any Person or public body or authority is necessary for the consummation by NDC FCB of the Merger and the other transactions contemplated provided for in this Agreement.

Authority; No Breach By Agreement. (a) NDC First National has the corporate power and authority necessary to executeexecute and deliver this Agreement and, deliver subject to the approval and adoption of this Agreement by the shareholders of First National, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement by First National and the consummation by First National of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCFirst National, subject to the approval of the OCC and the approval of this Agreement by its shareholders as contemplated by Section 8.1 of this Agreement. This Subject to such requisite shareholder approval (and assuming due authorization, execution and delivery by FBI and Interim), this Agreement represents a legal, valid, and binding obligation of NDCFirst National, enforceable against NDC First National in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The First National Board of Directors will have received from Mercxx Xxxital Management, Inc. a letter dated on or about the date of the Proxy Statement to the effect that, in the opinion of such firm, the Exchange Ratio is fair, from a financial point of view, to the holders of First National Common Stock. (b) Neither the execution and delivery of this Agreement by NDCFirst National, nor the consummation by NDC First National of the transactions contemplated hereby, nor compliance by NDC First National with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCFirst National's Certificate Articles of Incorporation or Bylaws, or or, (ii) except as disclosed in Schedule 5.2(b), constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity First National under, any Contract or Permit of First National, where such Default or Lien, or any NDC Entityfailure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on First National, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity First National or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENasdaq, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings, or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on First National, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC First National of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Holopak has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCHolopak, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of Holopak Common Stock voting at the Holopak Shareholders' Meeting which a quorum is present, which is the only vote of the holders of any class or series of Holopak's capital stock required for approval of this Agreement or under applicable Law and consummation of the Merger by Holopak. This Subject to such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of NDCHolopak, enforceable against NDC Holopak in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Neither the execution and delivery of this Agreement by NDCHolopak, nor the consummation by NDC Holopak of the transactions contemplated hereby, nor compliance by NDC Holopak with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCHolopak's or any of its Subsidiaries' Certificate of Incorporation or Bylaws, or (ii) except as disclosed in Section 6.2 of the Holopak Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Holopak Company under, any Contract or Permit of any NDC EntityHolopak Company, except for any such Default, Consent or Lien that would not have a Material Adverse Effect on Holopak, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Holopak Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Holopak of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC The Company has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCthe Company, subject to the approval of this Agreement by the holders of a majority of the outstanding Company Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by the Company. This Subject to such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of NDCthe Company, enforceable against NDC the Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCthe Company, nor the consummation by NDC the Company of the transactions contemplated hereby, nor compliance by NDC the Company with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCthe Company's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity the Company under, any Contract or Permit of the Company , where such Default or Lien, or any NDC Entityfailure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Company, or, (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)10.1(b) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity the Company or any of their its respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, GBCC or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC the Company of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Peoples has the corporate power and authority necessary to execute, deliver and and, subject to Article Nine hereof, perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCPeoples, subject to the approval of this Agreement by the holders of Peoples Common Stock in accordance with the ABCA. This Subject to such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of NDCPeoples, enforceable against NDC Peoples in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally (“Creditor’s Laws”) and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtbrought (“Equitable Discretion”)). (b) Neither the execution and delivery of this Agreement by NDCPeoples, nor the consummation by NDC Peoples of the transactions contemplated hereby, nor compliance by NDC Peoples with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate Peoples’ Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Peoples Company under, any Contract or Permit of any NDC EntityPeoples Company, or, (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Peoples Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Peoples of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Each of the Company and the Sellers has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Transaction Documents and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery delivery, and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated herein, including the Merger, herein and therein have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCeach of the Company and the Sellers. This Agreement and each of the Transaction Documents represents a legal, valid, and binding obligation obligations of NDCeach of the Company and the Sellers, enforceable against NDC each in accordance with its their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement or the Transaction Documents by NDCeach of the Company and the Sellers, nor the consummation by NDC each of the Company and the Sellers of the transactions contemplated herebyhereby or thereby, nor compliance by NDC the Company or the Sellers with any of the provisions hereofhereof or thereof, will (i) conflict with or result in a breach of any provision of NDCsuch entity's Certificate articles or certificate of Incorporation or Bylawsincorporation, or bylaws, or similar governing documents, (ii) except as disclosed in Schedule 3.2(b), constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company or any NDC Entity under, Purchased Asset under any Contract or Permit of the Company or any NDC Entity, orPurchased Contract or Purchased Permit, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)Sections 3.11(b) and 3.20, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Entity the Company or the Sellers or any of their respective material the Purchased Assets, or (iv) result in the acceleration of the maturity of any payment date of any of the Liabilities of the Company or the Assumed Liabilities, or increase or adversely affect the obligations of the Company under any of the Liabilities of the Company or of the Sellers under any of the Assumed Liabilities. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Actas set forth on Schedule 3.2(c), no notice to, filing with, or Consent of, any public body Regulatory Authority or authority any Third Party is necessary for the consummation by NDC each of the Merger Company and the Sellers of the transactions contemplated by this Agreement and the other transactions contemplated in this AgreementTransaction Documents.

Authority; No Breach By Agreement. (a) NDC has CSBI and HAC each have the corporate power and authority necessary to execute, deliver and perform its their respective obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCCSBI and HAC. This Subject to the Consents of Regulatory Authorities, this Agreement represents a legal, valid, and binding obligation of NDCCSBI and HAC, enforceable against NDC CSBI and HAC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCeither CSBI or HAC, nor the consummation by NDC either CSBI or HAC of the transactions contemplated hereby, nor compliance by NDC either CSBI or HAC with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCCSBI's Certificate or HAC's Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity CSBI Companies under, any Contract or Permit of any NDC EntityCSBI Companies, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CSBI, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity CSBI Companies or any of their respective material Material Assets. (c) Other No notice to, filing with or Consent of any public body or authority is necessary for the consummation by either CSBI or HAC of the Merger and the other transactions contemplated in this Agreement other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, Laws and rules of the NYSENASD, and other than (ii) Consents required from Regulatory Authorities, and other than (iii) notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and (iv) Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC of the Merger and the other transactions contemplated in this Agreementa Material Adverse Effect on CSBI.

Authority; No Breach By Agreement. (a) NDC Each of FNB and Southwest has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCFNB and Southwest. This Agreement represents a legal, valid, and binding obligation of NDCFNB and Southwest, enforceable against NDC FNB and Southwest in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCFNB or Southwest, nor the consummation by NDC FNB or Southwest of the transactions contemplated hereby, nor compliance by NDC FNB or Southwest with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCFNB's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity FNB Company or Southwest under, any Contract or Permit of any NDC EntityFNB Company or Southwest, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on FNB or Southwest, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity FNB Company or Southwest or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENasdaq, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on FNB and Southwest, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC FNB and Southwest of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC has Premier and PMB have the corporate power and authority necessary to execute, deliver and perform its their respective obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCPremier and PMB. This Agreement represents a legal, valid, valid and binding obligation of NDCboth Premier and PMB, enforceable against NDC Premier and PMB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither Except as set forth in Section 6.2(b) of the Premier Disclosure ---------- Memorandum, neither the execution and delivery of this Agreement by NDCPremier, nor ---------- the consummation by NDC Premier of the transactions contemplated hereby, nor compliance by NDC Premier with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of NDCPremier's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Premier Company under, any Contract or Permit of any NDC EntityPremier Company, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Premier, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Premier Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on Premier, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by NDC Premier and PMB of the Merger and the other transactions contemplated in this Agreement. (d) Neither the execution and delivery of this Agreement by PMB, nor the consummation by PMB of the transactions contemplated hereby, nor compliance by PMB with any of the provisions thereof, will conflict with or result in a breach of any provision of PMB's Articles of Incorporation or Bylaws, or Contract or agreement by which it or its Assets is bound, the breach of which would have a Material Adverse Effect on PMB.

Authority; No Breach By Agreement. (a) NDC has CFSB and Citizens Federal have the corporate power and authority necessary to execute, deliver and perform its their obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCCFSB and Citizens Federal, subject to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding shares of CFSB Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by CFSB. This Subject to such requisite shareholder approval and any approvals required of Regulatory Authorities, this Agreement represents a legal, valid, valid and binding obligation of NDCCFSB and Citizens Federal, enforceable against NDC CFSB and Citizens Federal in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCCFSB or Citizens Federal, nor the consummation by NDC CFSB or Citizens Federal of the transactions contemplated hereby, nor compliance by NDC CFSB or Citizens Federal with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of NDCCFSB's Certificate of Incorporation or Bylaws or Citizens Federal's Charter or Bylaws, or (ii) except as disclosed in Section 5.2(b) of the CFSB Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity CFSB Company under, any Contract or Permit of any NDC EntityCFSB Company, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CFSB, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity CFSB Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, and applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on CFSB, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by NDC CFSB of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC LSB has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement, the Option Agreement and the Confidentiality Agreement and to consummate the transactions contemplated herebyhereby and thereby, subject to the approval of the issuance of LSB Common Stock contemplated herein by the holders of a majority of the outstanding shares of LSB Common Stock. The execution, delivery and performance of this Agreement, the Option Agreement and the Confidentiality Agreement and the consummation of the transactions contemplated hereinherein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCLSB, subject to the approval of the issuance of LSB Common Stock contemplated herein by the holders of a majority of the outstanding shares of LSB Common Stock. This Subject to such shareholder approval, this Agreement, the Option Agreement represents a and the Confidentiality Agreement represent legal, valid, and binding obligation obligations of NDCLSB, enforceable against NDC LSB in accordance with its their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement, the Option Agreement and the Confidentiality Agreement by NDCLSB, nor the consummation by NDC LSB of the transactions contemplated herebyhereby and thereby, nor compliance by NDC LSB with any of the provisions hereofhereof and thereof, will (i) conflict with or result in a breach of any provision of NDCLSB's Certificate Articles of Incorporation or Bylaws, or (ii) except as disclosed in Section 6.2(b) of the LSB Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity LSB Company under, any Contract or Permit of any NDC EntityLSB Company, or, (iii) subject to receipt except as disclosed in Section 6.2(b) of the requisite Consents referred to in Section 9.1(b)LSB Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity LSB Company or any of their respective material Assets. (c) Other than Except as disclosed in connection or compliance with the provisions Section 6.2(c) of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR ActLSB Disclosure Memorandum, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC LSB or LSB Bank of the Merger and the other transactions contemplated in this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger.

Authority; No Breach By Agreement. (a) NDC Buyer has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCBuyer. This Assuming the due authorization, execution and delivery by Target, this Agreement represents a legal, valid, and binding obligation of NDCBuyer, enforceable against NDC Buyer in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCBuyer, nor the consummation by NDC Buyer of the transactions contemplated hereby, nor compliance by NDC Buyer with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Buyer’s Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Buyer Entity under, any Contract or Permit of any NDC Buyer Entity, or, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)Requisite Regulatory Approvals, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Buyer Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and the rules of NASDAQ, the NYSEABCL and the MBCA, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Buyer of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC BancTrust has the corporate power and authority necessary to execute, deliver and and, subject to Article Nine hereof, perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCBancTrust, subject to the approval of this Agreement by the holders of BancTrust Common Stock in accordance with the ABCA. This Subject to such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of NDCBancTrust, enforceable against NDC BancTrust in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Creditors’ Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtEquitable Discretion). (b) Neither the execution and delivery of this Agreement by NDCBancTrust, nor the consummation by NDC BancTrust of the transactions contemplated hereby, nor compliance by NDC BancTrust with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate its Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity BancTrust Company under, any Contract or Permit of any NDC EntityBancTrust Company, or, (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity BancTrust Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC BancTrust of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC has CBC and CTB have the corporate power and authority necessary to execute, deliver and perform its their obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCCBC and CTB. This Subject to any approvals required of Regulatory Authorities, this Agreement represents a legal, valid, valid and binding obligation of NDCCBC and CTB, enforceable against NDC CBC and CTB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCCBC or CTB, nor the consummation by NDC CBC or CTB of the transactions contemplated hereby, nor compliance by NDC CBC or CTB with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of NDCCBC's Certificate or CTB's Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity CBC Company under, any Contract or Permit of any NDC EntityCBC Company, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CBC, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity CBC Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on CBC, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by NDC CBC of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Each of Merger Sub and Parent has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCeach of Merger Sub and Parent. This Agreement represents a legal, valid, and binding obligation of NDCMerger Sub and Parent, enforceable against NDC each of Merger Sub and Parent in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCeach of Merger Sub and Parent, nor the consummation by NDC each of Merger Sub and Parent of the transactions contemplated hereby, nor compliance by NDC each of Merger Sub and Parent with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCeach of Merger Sub and Parent's Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset asset of any NDC Entity of Merger Sub, Parent or any subsidiary or controlled entity of Parent ("Parent Entity") under, any Contract contract or Permit permit of any NDC of Merger Sub, Parent or Parent Entity, orwhere such default or lien, (iii) subject or any failure to receipt of obtain such consent, is reasonably likely to have, individually or in the requisite Consents referred to in Section 9.1(b)aggregate, a Merger Sub or Parent material adverse effect, constitute or result in a Default default under, or require any Consent consent pursuant to, any Law law or Order order applicable to any NDC Parent Entity or any of their respective material Assetsassets. (c) Other than in connection or compliance with the provisions of the Securities Lawssuch consents, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plansfilings, or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Merger Sub or Parent material adverse effect, no notice to, filing with, or Consent consent of, any public body or authority is necessary for the consummation by NDC each of Merger Sub and Parent of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Centura has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCCentura, subject to the approval of the issuance of the shares of Centura Common Stock pursuant to the Merger by the holders of a majority of the outstanding shares of Centura Common Stock present or represented at the Centura Stockholders' Meeting, which is the only stockholder vote required for the consummation of the Merger by Centura. This Subject to such requisite stockholder approval, this Agreement represents a legal, valid, and binding obligation of NDCCentura, enforceable against NDC Centura in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCCentura, nor the consummation by NDC Centura of the transactions contemplated hereby, nor compliance by NDC Centura with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCCentura's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Centura Company under, any Contract or Permit of any NDC EntityCentura Company, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Centura, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Centura Company or any of their respective material Material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Centura, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Centura of the Merger and the other transactions contemplated in this AgreementAgreement and the Plan of Merger.

Authority; No Breach By Agreement. (a) NDC Buyer has the corporate power and authority necessary to execute, deliver deliver, and perform this Agreement, to perform its obligations under this Agreement Agreement, and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the MergerMergers, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCBuyer. This Agreement represents a legal, valid, and binding obligation of NDCBuyer, enforceable against NDC Buyer in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCBuyer, nor the consummation by NDC Buyer of the transactions contemplated hereby, nor compliance by NDC Buyer with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCBuyer's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Buyer Entity under, any Contract or Permit of any NDC Buyer Entity, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b8.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Buyer Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, Laws and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings, or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Buyer Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority Governmental Authority is necessary for the consummation by NDC Buyer of the Merger Mergers and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Except as disclosed in Section 6.2(a) of the Interim Disclosure Memorandum, Interim has the all requisite corporate power and authority necessary authority, and has taken all corporate action necessary, to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance subject only to the approval of this Agreement and the consummation transactions contemplated hereby by the holders of a majority of the transactions contemplated herein, including outstanding shares of Interim Common Stock and to the Merger, have been duly and validly authorized receipt of any required approvals by all necessary corporate action in respect thereof on the part of NDCany Regulatory Authority. This Agreement represents a legal, valid, and binding obligation of NDCInterim, enforceable against NDC Interim in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither Except as disclosed in Section 6.2(b) of the Interim Disclosure Memorandum, neither the execution and delivery of this Agreement by NDCInterim, nor the consummation by NDC Interim of the transactions contemplated hereby, nor compliance by NDC Interim with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCInterim's Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Interim Entity under, any material Contract or Permit of any NDC Interim Entity, or, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b9.1(c) and 9.1(d), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Interim Entity or any of their respective material AssetsAssets where such Default or the absence of such Consent is likely to result in an Interim Material Adverse Effect. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Interim of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC WSFS has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCWSFS. This Assuming the due authorization, execution and delivery by Alliance, this Agreement represents a legal, valid, and binding obligation of NDCWSFS, enforceable against NDC WSFS in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCWSFS, nor the consummation by NDC WSFS of the transactions contemplated hereby, nor compliance by NDC WSFS with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate WSFS’s certificate of Incorporation incorporation or Bylawsbylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC WSFS Entity under, any Contract or Permit of any NDC WSFS Entity, or, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)Requisite Regulatory Approvals, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC WSFS Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and the rules of NASDAQ, the NYSEDGCL, the Laws of the United States of America with respect to WSFS Bank, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC WSFS of the Merger and by WSFS Bank of the Bank Merger the other transactions contemplated in this Agreement. As of the date hereof, WSFS is not aware of any reason why the Consent of any Regulatory Authority necessary for the consummation of the Merger and the Bank Merger will not be received.

Authority; No Breach By Agreement. (a) NDC Parent has the corporate power and authority necessary to executeexecute and deliver this Agreement and, deliver subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c), to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCParent. This Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c), this Agreement represents a legal, valid, and binding obligation of NDC, Parent enforceable against NDC Parent in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCParent, nor the consummation by NDC Parent of the transactions contemplated hereby, nor compliance by NDC Parent with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate Parent’s Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Parent Entity under, any Contract or Permit of any NDC Parent Entity, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(bSections 8.1(b) and (c), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Parent Entity or any of their respective material Assets. (c) Other than Except for (a) the filing of applications and notices with, and approval of such applications and notices from, the Federal Reserve, the FDIC, the OCC, and the South Carolina Board of Financial Institutions, (b) the filing by Parent with the SEC of the Registration Statement in which the Proxy Statement/Prospectus will be included, and declaration of effectiveness of the Registration Statement, (c) the filing of the Articles of Merger with the Secretary of State of the State of South Carolina, (d) any consents, authorizations, approvals, filings or exemptions in connection or with compliance with the provisions rules and regulations of the Securities Laws, applicable state corporate and securities LawsThe Nasdaq Stock Market, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than (e) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, if any, no notice to, filing with, consents or Consent of, approvals of or filings or registrations with any public body or authority is Governmental Authority are necessary for in connection with the consummation by NDC Parent of the Merger and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with the execution and delivery by Parent of this Agreement.

Authority; No Breach By Agreement. (a) NDC CBAC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions transaction contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCCBAC, subject to the approval of this Agreement and the consummation of the transactions contemplated hereby by the holders of a majority of the outstanding shares of CBAC IPO Common Stock cast at the CBAC Stockholders Meeting with the holders of less than 20% of the outstanding shares of CBAC IPO Common Stock voting at the CBAC Stockholders Meeting against the Merger and thereafter exercising the Conversion Rights. This Subject to any necessary approvals referred to in Article 8, this Agreement represents a legal, valid, and binding obligation of NDCCBAC, enforceable against NDC CBAC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCCBAC, nor the consummation by NDC CBAC of the transactions contemplated hereby, nor compliance by NDC CBAC with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's CBAC’s Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity CBAC under, any CBAC Contract or Permit of any NDC EntityCBAC, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Entity CBAC or any of their respective its material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, Laws and the rules of the NYSE, AMEX and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings, or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a CBAC Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority Governmental Authority is necessary for the consummation by NDC CBAC of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Triangle has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and the Plan of Merger and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery delivery, and performance of this Agreement and the Plan of Merger, and the consummation of the transactions contemplated hereinherein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCTriangle, subject to the approval of this Agreement and the Plan of Merger by the holders of a majority of the outstanding shares of Triangle Common Stock entitled to be cast thereon, which is the only stockholder vote required for approval of this Agreement and the Plan of Merger and consummation of the Merger by Triangle. This Subject to such requisite stockholder approval, this Agreement represents a and the Plan of Merger represent legal, valid, and binding obligation obligations of NDCTriangle, enforceable against NDC Triangle in accordance with its their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement and the Plan of Merger by NDCTriangle, nor the consummation by NDC Triangle of the transactions contemplated herebyhereby or thereby, nor compliance by NDC Triangle with any of the provisions hereofhereof or thereof, will (i) conflict with or result in a breach of any provision of NDCTriangle's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Triangle Company under, any Contract or Permit of any NDC EntityTriangle Company, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Triangle, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Triangle Company or any of their respective material Material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Triangle, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Triangle of the Merger and the other transactions contemplated in this AgreementAgreement and the Plan of Merger.

Authority; No Breach By Agreement. (a) NDC Colony has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCColony. This Agreement represents a legal, valid, and binding obligation of NDCColony, enforceable against NDC Colony in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCColony, nor the consummation by NDC Colony of the transactions contemplated hereby, nor compliance by NDC Colony with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCColony's Certificate Articles of Incorporation or BylawsBylaws or the certificate or articles of incorporation or bylaws of any Colony Subsidiary or any resolution adopted by the board of directors or the shareholders of any Colony Entity, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Colony Entity under, any Contract or Permit of any NDC Colony Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Colony Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Colony Entity or any of their respective material AssetsAssets (including any Colony Entity or any Quitman Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Colony Entity or any Quitman Entity being reassessed or revalued by any Taxing authority). (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENasdaq National Market, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings, or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Colony Material Adverse Effect, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by NDC Colony of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the MergerStock Purchase, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDC. This Agreement represents a legal, valid, and binding obligation of NDC, enforceable against NDC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDC, nor the consummation by NDC of the transactions contemplated hereby, nor compliance by NDC with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate of Incorporation or BylawsBylaws or any resolution adopted by the Board of Directors or stockholders of NDC, or (ii) subject to receipt of the requisite Consents referred to in Section 6.1(b), constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity under, any Contract or Permit of any NDC Entity, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC of the Merger Stock Purchase and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC SBKC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCSBKC. This Subject to receipt of the requisite Consents of Regulatory Authorities, this Agreement represents a legal, valid, and binding obligation of NDCSBKC, enforceable against NDC SBKC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCSBKC, nor the consummation by NDC SBKC of the transactions contemplated hereby, nor compliance by NDC SBKC with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate SBKC’s Articles of Incorporation or BylawsBylaws or the certificate or articles of incorporation or bylaws of any SBKC Subsidiary or any resolution adopted by the board of directors or the shareholders of any SBKC Entity that is currently in effect, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC SBKC Entity under, any Contract or Permit of any NDC Entity, SBKC Entity or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC SBKC Entity or any of their respective material AssetsAssets (including any SBKC Entity or Neighbors becoming subject to or liable for the payment of any Tax or any of the Assets owned by any SBKC Entity or Neighbors being reassessed or revalued by any Taxing authority). (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENasdaq National Market, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by NDC SBKC of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Buyer has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly duly, validly and validly unanimously authorized by the board of directors of Buyer and all necessary corporate action in respect thereof on the part of NDCBuyer has been taken. This Assuming the due authorization, execution and delivery by Target, this Agreement represents a legal, valid, and binding obligation of NDCBuyer, enforceable against NDC Buyer in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCBuyer, nor the consummation by NDC Buyer of the transactions contemplated hereby, nor compliance by NDC Buyer with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate Buyer’s Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Buyer Entity under, any Contract or Permit of any NDC Buyer Entity, or, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)Requisite Regulatory Approvals, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Buyer Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and the rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Actand, no notice to, filing with, or Consent of, any public body or authority is necessary for the execution and delivery of this Agreement and consummation by NDC Buyer of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Highwoods has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCHighwoods. This Agreement represents a legal, valid, and binding obligation of NDCHighwoods, enforceable against NDC Highwoods in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCHighwoods, nor the consummation by NDC Highwoods of the transactions contemplated hereby, nor compliance by NDC Highwoods with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate Highwoods' Amended and Restated Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Highwoods Entity under, any Contract or Permit of any NDC Highwoods Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have a Highwoods Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Highwoods Entity or any of their respective material AssetsAssets (including any Highwoods Entity or any JCN Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Highwoods Entity or any JCN Entity being reassessed or revalued by any taxing authority). (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have a Highwoods Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Highwoods of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC TPB has the corporate power and authority necessary to execute, execute and deliver and perform its obligations under this Agreement and to perform its obligations hereunder, and to consummate the transactions contemplated herebyTransaction. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, Transaction have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCTPB. This Subject to required regulatory Consents, this Agreement represents constitutes a legal, valid, valid and binding obligation of NDCTPB, enforceable against NDC TPB in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, insolvency or similar Laws of general applicability affecting the enforcement creditors’ rights or by general principles of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)equity. (b) Neither the execution and delivery of this Agreement by NDC, TPB nor the consummation by NDC TPB of the transactions contemplated herebyTransaction, nor compliance by NDC TPB with any of the provisions hereof, does or will (i) conflict with or result in a breach of any provision of NDC's Certificate TPB’s Articles of Incorporation or Bylaws, Bylaws or the articles or certificates of incorporation or bylaws or similar governing documents of any TPB Company or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity TPB Company under, any Contract or Permit of any NDC EntityTPB Company, or, (iii) subject to receipt of the requisite Consents and approvals of Regulatory Authorities referred to in Section 9.1(b)this Agreement, constitute violate or result in a Default under, or require any Consent pursuant to, conflict with any Law or Order applicable to any NDC Entity TPB Company or any of their respective material Assets. (c) Other than (i) in connection or compliance with the provisions of the Securities Laws, Laws and applicable state corporate and securities Laws, and rules of the NYSE, and other than (ii) Consents required from Regulatory Authorities, and other than (iii) notices to or filings Filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, Filing with or Consent of, of any Person or public body or authority is necessary for the consummation by NDC TPB of the Merger Transaction. No Consents or approvals of or Filings or registrations with any Regulatory Authorities are necessary in connection with the execution and the other transactions contemplated in delivery by TPB of this Agreement.

Authority; No Breach By Agreement. (a) NDC Purchaser has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Transaction Documents and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery delivery, and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated herein, including the Merger, herein and therein have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCPurchaser. This Agreement and each of the Transaction Documents represents a legal, valid, and binding obligation obligations of NDCPurchaser, enforceable against NDC it in accordance with its their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement or the Transaction Documents by NDCPurchaser, nor the consummation by NDC Purchaser of the transactions contemplated herebyhereby or thereby, nor compliance by NDC Purchaser with any of the provisions hereofhereof or thereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate its certificate of Incorporation incorporation or Bylawsbylaws, or (ii) except as disclosed in Schedule 4.2(b), constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity under, any Contract or Permit of any NDC Entity, or, Purchaser; (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to Purchaser; or (iv) result in the acceleration of the maturity of any NDC Entity or payment date of any of their respective material Assetsthe Liabilities of Purchaser. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Actas set forth on Schedule 4.2(c), no notice to, filing with, or Consent of, any public body Regulatory Authority or authority any Third Party is necessary for the consummation by NDC Purchaser of the Merger transactions contemplated by this Agreement and the other transactions contemplated in this AgreementTransaction Documents.

Authority; No Breach By Agreement. (a) NDC has Both Merger Sub and Buyer have the corporate power and authority necessary to execute, deliver and perform its this Agreement, and to perform their obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCboth Merger Sub and Buyer. This Agreement represents a legal, valid, and binding obligation of NDCMerger Sub and of Buyer (assuming due authorization, execution and delivery by Seller), enforceable against NDC Merger Sub and Buyer in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, reorganization or similar Laws laws affecting the enforcement rights of creditors' rights creditors generally or by 12 U.S.C. Section 1818(b)(6)(D) (or any successor statute) and except that the availability of the equitable remedy of specific performance or injunctive relief is any bank regulatory powers and subject to the discretion general principles of the court before which any proceeding may be broughtequity). (b) Neither the execution and delivery of this Agreement by NDCMerger Sub and Buyer, nor the consummation by NDC Merger Sub and Buyer of the transactions contemplated hereby, nor compliance by NDC Merger Sub and Buyer with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Buyer’s Certificate of Incorporation or Bylaws, or (ii) conflict with or result in a breach of any provision of Merger Sub’s Articles of Organization or Operating Agreement, (iii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Buyer Entity under, any Contract or Permit of any NDC Buyer Entity, or, (iiiiv) subject to receipt of the requisite Consents referred to in Section 9.1(b10.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Buyer Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Securities Laws, and rules of the NYSE, and other than filings with and Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings, or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Buyer Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Buyer and Merger Sub of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC UPC has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCUPC. This Agreement represents a legal, valid, and binding obligation of NDCUPC, enforceable against NDC UPC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCUPC, nor the consummation by NDC UPC of the transactions contemplated hereby, nor compliance by NDC UPC with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCUPC's Certificate of Incorporation Restated Charter or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity UPC Company under, any Contract or Permit of any NDC EntityUPC Company, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on UPC, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity UPC Company or any of their respective material Material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on UPC, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC UPC of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Foilmark has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCFoilmark, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of Foilmark Common Stock, voting at the Foilmark Shareholders' Meeting at which a quorum is present, which is the only vote of the holders of any class or series of Foilmark's capital stock required for approval of this Agreement or under applicable Law and consummation of the Merger by Foilmark. This Subject to such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of NDCFoilmark, enforceable against NDC Foilmark in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Neither the execution and delivery of this Agreement by NDCFoilmark, nor the consummation by NDC Foilmark of the transactions contemplated hereby, nor compliance by NDC Foilmark with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCFoilmark's or any of its Subsidiaries' Certificate of Incorporation or Bylaws, or (ii) except as disclosed in Section 5.2 of the Foilmark Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Foilmark Company under, any Contract or Permit of any NDC EntityFoilmark Company, except for any such Default, Consent or Lien that would not have a Material Adverse Effect on Foilmark, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Foilmark Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Foilmark of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Flag has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement Agreement, subject to necessary shareholder and regulatory approvals, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCFlag, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of Flag Common Stock entitled to vote at the Flag Meeting. This Subject to the Consents of Regulatory Authorities, this Agreement represents a legal, valid, and binding obligation of NDCFlag, enforceable against NDC Flag in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCFlag, nor the consummation by NDC Flag of the transactions contemplated hereby, nor compliance by NDC Flag with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate the Articles of Incorporation or BylawsBylaws of any Flag Company, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Flag Companies under, any Contract or Permit of any NDC EntityFlag Companies, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Flag, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)9.1 (a) and (b) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Flag Companies or any of their respective material Assets. (c) Other No notice to, filing with or Consent of any public body or authority is necessary for the consummation by Flag of the Merger and the other transactions contemplated in this Agreement other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than (ii) Consents required from Regulatory Authorities, and other than (iii) notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or (iv) under the HSR Act, no notice toand (v) Consents, filing withfilings or notifications which, if not obtained or Consent ofmade, any public body are not reasonably likely to have, individually or authority is necessary for in the consummation by NDC of the Merger and the other transactions contemplated in this Agreementaggregate, a Material Adverse Effect on Flag.

Authority; No Breach By Agreement. (a) NDC ONSB has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger and to consummate the transactions contemplated herebyhereby and thereby, subject to the approval of this Agreement and the Plan of Merger by the holders of two-thirds of the outstanding shares of ONSB Common Stock. The execution, delivery delivery, and performance of this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger and the consummation of the transactions contemplated hereinherein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCONSB, subject to the approval of this Agreement and the Plan of Merger by the holders of two-thirds of the outstanding shares of ONSB Common Stock. This Subject to such requisite shareholder approval, this Agreement, the Option Agreement represents a and the Confidentiality Agreement represent, and, when executed and delivered, the Plan of Merger will represent, legal, valid, and binding obligation obligations of NDCONSB, enforceable against NDC ONSB in accordance with its their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any such proceeding may be brought). (b) Neither the execution and delivery of this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger by NDCONSB, nor the consummation by NDC ONSB of the transactions contemplated herebyhereby and thereby, nor compliance by NDC ONSB with any of the provisions hereofhereof and thereof, will (i) conflict with or result in a breach of any provision of NDCONSB's Certificate Articles of Incorporation or Bylaws, or (ii) except as disclosed in Section 5.2(b) of the ONSB Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity ONSB Company under, any Contract or Permit of any NDC EntityONSB Company, or, (iii) subject to receipt except as disclosed in Section 5.2(b) of the requisite Consents referred to in Section 9.1(b)ONSB Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity ONSB Company or any of their respective material Assets. (c) Other than Except as disclosed in connection or compliance with the provisions Section 5.2(c) of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR ActONSB Disclosure Memorandum, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC ONSB of the Merger and the other transactions contemplated in this Agreement, the Option Agreement, the Confidentiality Agreement and the Plan of Merger.

Authority; No Breach By Agreement. (a) NDC Each of Merger Subs and Parent has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCeach of Merger Subs and Parent. This Agreement represents a legal, valid, and binding obligation of NDCMerger Sub and Parent, enforceable against NDC each of Merger Subs and Parent in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCeach of Merger Subs and Parent, nor the consummation by NDC each of Merger Subs and Parent of the transactions contemplated hereby, nor compliance by NDC each of Merger Subs and Parent with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCeach of Merger Subs and Parent's Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset asset of any NDC Entity of Merger Subs, Parent or any subsidiary or controlled entity of Parent ("Parent Entity") under, any Contract contract or Permit permit of any NDC of Merger Subs, Parent or Parent Entity, orwhere such default or lien, (iii) subject or any failure to receipt of obtain such consent, is reasonably likely to have, individually or in the requisite Consents referred to in Section 9.1(b)aggregate, a Merger Sub or Parent material adverse effect, constitute or result in a Default default under, or require any Consent consent pursuant to, any Law law or Order order applicable to any NDC Parent Entity or any of their respective material Assetsassets. (c) Other than in connection or compliance with the provisions of the Securities Lawssuch consents, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plansfilings, or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Merger Subs or Parent material adverse effect, no notice to, filing with, or Consent consent of, any public body or authority is necessary for the consummation by NDC each of Merger Subs and Parent of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC SourceOne has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and the Agreement of Merger and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery delivery, and performance of this Agreement Agreement, and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCSourceOne, subject to the approval of this Agreement and the Agreement of Merger by the holders of all of the shares of SourceOne Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by SourceOne. This Subject to such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of NDCSourceOne, enforceable against NDC SourceOne in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement and the Agreement of Merger by NDCSourceOne and the Shareholders, nor the consummation by NDC SourceOne and the Shareholders of the transactions contemplated herebyhereby or thereby, nor compliance by NDC SourceOne and the Shareholders with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCSourceOne's Certificate Articles of Incorporation or Bylaws, or (ii) subject to receipt of the requisite Consents referred to in Section 9.1(b) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any material Asset of any NDC Entity SourceOne under, any Contract or Permit of SourceOne or any NDC EntityShareholder, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a SourceOne Material Adverse Effect, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require violate any Consent pursuant to, any material Law or material Order applicable to SourceOne or any NDC Entity Shareholder or any of their respective SourceOne's material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of NASDAQ NMS and the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any employee benefit plans, and other than the filing of the Agreement of Merger and Officers' Certificates with the California Secretary of State and other than Consents, filings, or under notifications which, if not obtained or made, would not have, individually or in the HSR Actaggregate, a SourceOne Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC SourceOne of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Savannah has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCSavannah, subject to approval of the issuance of the shares of Savannah Common Stock pursuant to the Merger by a majority of the votes cast at the Savannah Shareholders' Meeting, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by Savannah. This Subject to such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of NDCSavannah, enforceable against NDC Savannah in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCSavannah, nor the consummation by NDC Savannah of the transactions contemplated hereby, nor compliance by NDC Savannah with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCSavannah's Certificate Articles of Incorporation or BylawsBylaws or the certificate or articles of incorporation or bylaws of any Savannah Subsidiary or any resolution adopted by the board of directors or the shareholders of any Savannah Entity, or (ii) except as disclosed in Section 6.2 of the Savannah Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Savannah Entity under, any Contract or Permit of any NDC Savannah Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Savannah Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Savannah Entity or any of their respective material AssetsAssets (including any Savannah Entity or any Bryan Entity becoming subject to or xxxxle for the payment of any Tax or any of the Assets owned by any Savannah Entity or any Bryan Entity being reassessed or revaluxx xx any Taxing authority). (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENasdaq National Market, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings, or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Savannah Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Savannah of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC FNB has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCFNB. This Agreement represents a legal, valid, and binding obligation of NDCFNB, enforceable against NDC FNB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCFNB, nor the consummation by NDC FNB of the transactions contemplated hereby, nor compliance by NDC FNB with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCFNB's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity FNB Company under, any Contract or Permit of any NDC EntityFNB Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on FNB, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity FNB Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENasdaq, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on FNB, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC FNB of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC FCC has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and, subject to the necessary stockholder and regulatory approvals, to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCFCC, subject to the approval of this Agreement and the issuance of the shares of FCC Common Stock pursuant to the Merger by the holders of a majority of the outstanding shares of FCC Common Stock, which is the only stockholder vote required for the consummation of the Merger by FCC. This Subject to such requisite stockholder approval and the Consent of all necessary Regulatory Authorities, this Agreement represents a legal, valid, and binding obligation of NDCFCC, enforceable against NDC FCC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCFCC, nor the consummation by NDC FCC of the transactions contemplated hereby, nor compliance by NDC FCC with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCFCC's Certificate Amended and Restated Articles of Incorporation or BylawsBylaws or certificate or articles of incorporation or bylaws of any FCC Subsidiary or any currently effective resolution adopted by the Board of Directors or the Stockholder(s) of any FCC Company, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity FCC Company under, any Contract or Permit of any NDC EntityFCC Company, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on FCC, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Entity FCC Company or any of their respective material Material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate corporate, banking and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on FCC, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC FCC of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Acquiror has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCAcquiror. This Agreement represents a legal, valid, and binding obligation of NDCAcquiror, enforceable against NDC Acquiror in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). Upon execution and delivery by Acquiror of the Acquiror Closing Documents, such Acquiror Closing Documents will constitute the legal, valid and binding obligations of Acquiror, enforceable against Acquiror in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither Except as set forth in Section 7.2(b) of the Acquiror Disclosure Memorandum, neither the execution and delivery of this Agreement by NDCAcquiror, nor the consummation by NDC Acquiror of the transactions contemplated hereby, nor compliance by NDC Acquiror with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCAcquiror's Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Acquiror Entity under, any Contract or Permit of any NDC Acquiror Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, an Acquiror Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b10.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Acquiror Entity or any of their respective material Material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, an Acquiror Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Acquiror of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC FBI has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of FBI Common Stock. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been or will be duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCFBI, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of FBI Common Stock. This Subject to such requisite approval, this Agreement represents a legal, valid, and binding obligation of NDCFBI, enforceable against NDC FBI in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCFBI, nor the consummation by NDC FBI of the transactions contemplated hereby, nor compliance by NDC FBI with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCFBI's Certificate Articles of Incorporation or Bylaws, or (ii) except as disclosed in Section 5.2(b) of the FBI Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity FBI Company under, any Contract or Permit of any NDC EntityFBI Company, or, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity FBI Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings, or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on FBI, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC FBI of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC RBF has the corporate power and authority necessary to execute, execute and deliver this Agreement and to perform its obligations under this Agreement hereunder, and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated provided for herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCRBF, subject to the approval of this Agreement and the Merger by the holders of two-thirds of the outstanding shares of RBF Common Stock in accordance with 12 U.S.C. § 215a. This Subject to such requisite stockholder approval and required regulatory consents, this Agreement represents constitutes a legal, valid, valid and binding obligation of NDCRBF, enforceable against NDC RBF in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Neither Except as set forth on Schedule 5.2(b), neither the execution and delivery of this Agreement by NDC, RBF nor the consummation by NDC RBF of the transactions contemplated herebyprovided for in this Agreement, nor compliance by NDC RBF with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate RBF’s Articles of Incorporation or Bylaws, Bylaws or the Articles or Certificates of Incorporation or Bylaws or similar governing documents of any RBF Company or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity RBF Company under, any Contract or Permit of any NDC EntityRBF Company, where such Default or failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on such RBF Company, or, (iii) subject to receipt of the requisite Consents and approvals of Regulatory Authorities referred to in Section 9.1(b)this Agreement, constitute violate or result in a Default under, or require any Consent pursuant to, conflict with any Law or Order applicable to any NDC Entity RBF Company or any of their respective material Assets. (c) Other Except as set forth on Schedule 5.2(c), other than (i) in connection or compliance with the provisions of the Securities Laws, Laws and applicable state corporate and securities Laws, and rules of the NYSE, and other than (ii) Consents required from Regulatory Authorities, (iii) the approval by the stockholders of RBF of this Agreement and other than the Merger, (iv) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and (v) Consents, filings or under notifications that, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on the RBF Company at issue, no notice to, filing with, with or Consent of, any Person or public body or authority is necessary for the consummation by NDC RBF of the Merger and the other transactions contemplated provided for in this Agreement. No consents or approvals of or filings or registrations with any Regulatory Authorities are necessary in connection with the execution and delivery by RBF of this Agreement.

Authority; No Breach By Agreement. (a) NDC NCC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereinprovided for herein have been, including or prior to the MergerEffective Time will be, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCNCC. This Subject to required regulatory consents, this Agreement represents constitutes a legal, valid, valid and binding obligation of NDCNCC, enforceable against NDC NCC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Neither the execution and delivery of this Agreement by NDCNCC, nor the consummation by NDC NCC of the transactions contemplated herebyprovided for in this Agreement, nor compliance by NDC NCC with any of the provisions hereofof this Agreement, will (i) conflict with or result in a breach of any provision of NDC's NCC’s Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity NCC Company under, any Contract or Permit of any NDC EntityNCC Company, orwhere failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on such NCC Company, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity NCC Company or any of their respective material Assets. (c) Other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules and requirements of the NYSENasdaq, and other than (ii) Consents required from Regulatory Authorities, and other than (iii) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, (iv) notices to or under filings with Nasdaq regarding the HSR Actlisting on Nasdaq of the shares of NCC Common Stock to be issued in the Merger and (v) Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on NCC, no notice to, filing with, with or Consent of, of any public body or authority is necessary for the consummation by NDC NCC of the Merger and the other transactions contemplated provided for in this Agreement. No consents or approvals of or filings or registrations with any Regulatory Authorities are necessary in connection with the execution and delivery by NCC of this Agreement.

Authority; No Breach By Agreement. (a) NDC SBKC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCSBKC. This Subject to receipt of the requisite Consents of Regulatory Authorities, this Agreement represents a legal, valid, and binding obligation of NDCSBKC, enforceable against NDC SBKC in accordance with its terms (except in all cases as such enforceability may be limited by applicable banking, bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCSBKC, nor the consummation by NDC SBKC of the transactions contemplated hereby, nor compliance by NDC SBKC with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate SBKC’s Articles of Incorporation or BylawsBylaws or the certificate or articles of incorporation or bylaws of any SBKC Subsidiary or any resolution adopted by the Board of Directors or the shareholders of any SBKC Entity that is currently in effect, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC SBKC Entity under, any Contract or Permit of any NDC Entity, SBKC Entity or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC SBKC Entity or any of their respective material AssetsAssets (including any SBKC Entity or First Commerce Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any SBKC Entity or First Commerce Entity being reassessed or revalued by any Taxing authority). (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENasdaq Global Select Market, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by NDC SBKC of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC NCF has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Plan of Merger and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the transactions contemplated hereinherein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCNCF. This Agreement represents a legal, valid, valid and binding obligation of NDCNCF, enforceable against NDC NCF in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement or the Plan of Merger by NDCNCF, nor the consummation by NDC NCF of the transactions contemplated herebyhereby or thereby, nor compliance by NDC NCF with any of the provisions hereof, hereof or thereof will (i) conflict with or result in a breach of any provision of NDCany NCF Company's Certificate of Incorporation Charter (or similar governing instrument) or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset material Assets of any NDC Entity NCF Company under, any Contract or Permit of any NDC EntityNCF Company, or, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)8.1(b) of this -------------- Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity NCF Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and the rules of the NYSE, Nasdaq and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, plans or under the HSR Act, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on NCF, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC NCF of the Merger and the other transactions contemplated in this Agreement and the Plan of Merger. (d) No NCF Company is a party to, or subject to, or bound by, any agreement or judgment, order, letter of understanding, writ, prohibition, injunction or decree of any court or other governmental body of competent jurisdiction, or any law which would prevent the execution and delivery of this Agreement and the Plan of Merger by NCF, or the consummation of the transactions contemplated hereby and thereby, and no action or proceeding is pending against any NCF Company in which the validity of this Agreement, the transactions contemplated hereby or any action which has been taken by any of such Parties in connection herewith or in connection with the transaction contemplated hereby is at issue.

Authority; No Breach By Agreement. (a) NDC CBC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCCBC, subject to the approval of this Agreement and the transactions contemplated hereby by the holders of a majority of the outstanding Surviving Corporation Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by CBC. This Subject to such requisite shareholder approval and any approvals required of Regulatory Authorities, this Agreement represents a legal, valid, valid and binding obligation of NDCCBC, enforceable against NDC CBC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). CBC has reserved for issuance 842,374 shares of Surviving Corporation Common Stock for consummation of the Merger and for issuance pursuant to FSB Options. (b) Neither the execution and delivery of this Agreement by NDCCBC, nor the consummation by NDC CBC of the transactions contemplated hereby, nor compliance by NDC CBC with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of NDCCBC's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity CBC Company under, any Contract or Permit of any NDC EntityCBC Company, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CBC, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity CBC Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, and applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on CBC, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by NDC CBC of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Premier has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCPremier, subject to the approval of this Agreement by the holders of a majority of the outstanding Premier Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by Premier. This Subject to such requisite shareholder approval, this Agreement represents a legal, valid, valid and binding obligation of NDCPremier, enforceable against NDC Premier in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCPremier, nor the consummation by NDC Premier of the transactions contemplated hereby, nor compliance by NDC Premier with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of NDCPremier's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Premier Company under, any Contract or Permit of any NDC EntityPremier Company, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Premier, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Premier Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on Premier, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by NDC Premier of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Premiere has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the MergerStock Purchase, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCPremiere. This Agreement represents a legal, valid, and binding obligation of NDCPremiere, enforceable against NDC Premiere in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCPremiere, nor the consummation by NDC Premiere of the transactions contemplated hereby, nor compliance by NDC Premiere with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCPremiere's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Premiere Entity under, any Contract or Permit of any NDC Entity, Premiere Entity or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b7.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Premiere Entity or any of their respective material AssetsAssets (including any Premiere Entity or any VoiceCom Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Premiere Entity or any VoiceCom Entity being reassessed or revalued by any Taxing authority). (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Premiere of the Merger Stock Purchase and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Buyer has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the MergerStock Purchase, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCBuyer. This Agreement represents a legal, valid, and binding obligation of NDCBuyer, enforceable against NDC Buyer in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCBuyer, nor the consummation by NDC Buyer of the transactions contemplated hereby, nor compliance by NDC Buyer with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCBuyer's Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Buyer Entity under, any Contract or Permit of any NDC Buyer Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b6.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Buyer Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSEAmerican Stock Exchange, Inc. and Toronto Stock Exchange, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Buyer of the Merger Stock Purchase and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Savannah has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCSavannah, subject to approval of the issuance of the shares of Savannah Common Stock pursuant to the Merger by a majority of the votes cast at the Savannah Shareholders' Meeting, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by Savannah. This Subject to such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of NDCSavannah, enforceable against NDC Savannah in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCSavannah, nor the consummation by NDC Savannah of the transactions contemplated hereby, nor compliance by NDC Savannah with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCSavannah's Certificate Articles of Incorporation or BylawsBylaws or the certificate or articles of incorporation or bylaws of any Savannah Subsidiary or any resolution adopted by the board of directors or the shareholders of any Savannah Entity, or (ii) except as disclosed in Section 6.2 of the Savannah Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Savannah Entity under, any Contract or Permit of any NDC Savannah Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Savannah Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Savannah Entity or any of their respective material AssetsAssets (including any Savannah Entity or any Xxxxx Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Savannah Entity or any Xxxxx Entity being reassessed or revalued by any Taxing authority). (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENasdaq National Market, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings, or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Savannah Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Savannah of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC CommerceSouth has the corporate power and authority necessary to execute, deliver and and, subject to Article Nine hereof, perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCCommerceSouth, subject to the approval of this Agreement by the holders of CommerceSouth Common Stock in accordance with the DGCL. This Subject to such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of NDCCommerceSouth, enforceable against NDC CommerceSouth in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally (A Creditor= s Laws@ ) and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtbrought (A Equitable Discretion@ )). (b) Neither the execution and delivery of this Agreement by NDCCommerceSouth, nor the consummation by NDC CommerceSouth of the transactions contemplated hereby, nor compliance by NDC CommerceSouth with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCCommerceSouth's Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity CommerceSouth Company under, any Contract or Permit of any NDC EntityCommerceSouth Company, where any failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CommerceSouth, or, (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity CommerceSouth Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC CommerceSouth of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC TIB has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated provided for herein, including the Merger, have been been, or prior to the Effective Time will be, duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCTIB. This Subject to required regulatory consents, this Agreement represents a legal, valid, valid and binding obligation of NDCTIB, enforceable against NDC TIB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Neither the execution and delivery of this Agreement by NDCTIB, nor the consummation by NDC TIB of the transactions contemplated herebyprovided for herein, nor compliance by NDC TIB with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's TIB’s Restated Certificate of Incorporation or Bylaws, or (ii) except as set forth on Schedule 6.2(b), constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity TIB Company under, any Contract or Permit of any NDC EntityTIB Company, where failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TIB, or, (iii) subject to receipt of the requisite Consents approvals referred to in Section subsection 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity TIB Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on TIB, no notice to, filing with, with or Consent of, any public body or authority is necessary for the consummation by NDC TIB of the Merger and the other transactions contemplated provided for in this Agreement.

Authority; No Breach By Agreement. (a) NDC Concord has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCConcord. This Subject to receipt of the requisite Consents of Regulatory Authorities, this Agreement represents a legal, valid, and binding obligation of NDCConcord, enforceable against NDC it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCConcord, nor the consummation by NDC Concord of the transactions contemplated hereby, nor compliance by NDC Concord with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate its Articles of Incorporation or BylawsBylaws or the certificate or articles of incorporation or bylaws of any Concord Subsidiary or any resolution adopted by the board of directors or the shareholders of any Concord Entity that is currently in effect, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Concord Entity under, any Contract or Permit of any NDC Entity, Concord Entity or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Concord Entity or any of their respective material AssetsAssets (including any Concord Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Concord Entity being reassessed or revalued by any Taxing authority). (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENasdaq National Market, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by NDC Concord of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Premier has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCPremier, subject to the approval of this Agreement by the holders of a majority of the outstanding Premier Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by Premier. This Subject to such requisite shareholder approval, this Agreement represents a legal, valid, valid and binding obligation of NDCPremier, enforceable against NDC Premier in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCPremier, nor the consummation by NDC Premier of the transactions contemplated herebyhereby (assuming approval by the shareholders of Premier of the required increase in the number of authorized shares of Premier Common Stock in order to consummate the Merger), nor compliance by NDC Premier with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of NDCPremier's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Premier Company under, any Contract or Permit of any NDC EntityPremier Company, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Premier, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Premier Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on Premier, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Premier of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC BANK has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated provided for herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCBANK, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of BANK Common Stock. This Subject to such requisite stockholder approval and required regulatory consents, this Agreement represents a legal, valid, valid and binding obligation of NDCBANK, enforceable against NDC BANK in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Neither Except as set forth on Schedule 5.2(b), neither the execution and delivery of this Agreement by NDCBANK, nor the consummation by NDC BANK of the transactions contemplated herebyprovided for herein, nor compliance by NDC BANK with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate BANK’s Articles of Incorporation or BylawsBylaws or the Articles or Certificates of Incorporation or Bylaws of any BANK Company, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity BANK Company under, any Contract or Permit of any NDC EntityBANK Company, where failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on such BANK Company, or, (iii) subject to receipt of the requisite Consents and approvals of Regulatory Authorities referred to in Section 9.1(b)this Agreement, constitute violate or result in a Default under, or require any Consent pursuant to, conflict with any Law or Order applicable to any NDC Entity BANK Company or any of their respective material Assets. (c) Other Except as set forth on Schedule 5.2(c), other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than (ii) Consents required from Regulatory Authorities, (iii) the approval by the stockholders of BANK of the Merger and other than the transactions provided for in this Agreement, (iv) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and (v) Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on the BANK Company at issue, no notice to, filing with, with or Consent of, any Person or public body or authority is necessary for the consummation by NDC BANK of the Merger and the other transactions contemplated provided for in this Agreement.

Authority; No Breach By Agreement. (a) NDC Promistar has the corporate power and authority necessary to executeexecute and deliver this Agreement and, deliver subject to the approval and adoption of this Agreement by the shareholders of Promistar, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Promistar and the consummation by Promistar of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCPromistar, subject to the approval of this Agreement by its shareholders as contemplated by Section 8.1 of this Agreement. This Subject to such requisite shareholder approval (and assuming due authorization, execution and delivery by FNB) and to such Consents of Regulatory Authorities as required by applicable law, this Agreement represents a legal, valid, valid and binding obligation of NDCPromistar, enforceable against NDC Promistar in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither Except as set forth in SECTION 5.2(B) of the Promistar Disclosure Memorandum, neither the execution and delivery of this Agreement by NDCPromistar, nor the consummation by NDC Promistar of the transactions contemplated hereby, nor compliance by NDC Promistar with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCPromistar's Certificate Articles of Incorporation or Bylaws, or or, (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Promistar Company under, any Contract or Permit of any NDC EntityPromistar Company, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Promistar, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b9.1(a), constitute or result in a Default under(b) and (c) of this Agreement, or require violate any Consent pursuant toOrder, or, to its Knowledge, any Law or Order applicable to any NDC Entity Promistar Company or any of their respective material AssetsAssets which will have a Material Adverse Effect on Promistar. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENasdaq, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Promistar, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Promistar of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Xxxx has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions transaction contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, Merger have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCXxxx, subject to the approval of this Agreement by the holders of a majority of the outstanding Xxxx Common Stock. This Subject to such requisite shareholder approval, this Agreement represents a legal, valid, valid and binding obligation of NDCXxxx, enforceable against NDC Xxxx in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCXxxx, nor the consummation by NDC Xxxx of the transactions transaction contemplated hereby, nor compliance by NDC Xxxx with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of NDCTara's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Xxxx Company under, any Contract or Permit of any NDC EntityXxxx Company, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Xxxx, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)9.1 (b) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Xxxx Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on Xxxx, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by NDC Xxxx of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Buyer has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCBuyer. This Assuming the due authorization, execution and delivery by Target, this Agreement represents a legal, valid, and binding obligation of NDCBuyer, enforceable against NDC Buyer in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCBuyer, nor the consummation by NDC Buyer of the transactions contemplated hereby, nor compliance by NDC Buyer with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate Buyer’s certificate of Incorporation incorporation or Bylawsbylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Buyer Entity under, any Contract or Permit of any NDC Buyer Entity, or, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)Requisite Regulatory Approvals, constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Buyer Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and the rules of NASDAQ, the NYSEDGCL, the Laws of the United States of America with respect to the Buyer Bank, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Buyer of the Merger and by the Buyer Bank of the Bank Merger the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Each of Parent and Merger Sub has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents, and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereinhereby and thereby, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCParent and Merger Sub. This Agreement represents and the other Transaction Documents represent a legal, valid, valid and binding obligation of NDCeach of Parent and Merger Sub, enforceable against NDC Parent and Merger Sub in accordance with its their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar other Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding proceedings may be brought). (b) Neither the execution and delivery of this Agreement and the other Transaction Documents by NDCeach of Parent and Merger Sub, nor the consummation by NDC each of Parent and Merger Sub of the transactions contemplated herebyhereby and thereby, nor compliance by NDC each of Parent and Merger Sub with any of the provisions hereofhereof and thereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate Parent’s certificate of Incorporation incorporation or Bylawsbylaws, (ii) conflict with or result in a breach of any provision of the articles of incorporation or bylaws or equivalent organizational documents of any Parent Subsidiary (including Merger Sub), or (iiiii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien (other than pursuant to the credit agreement entered into in connection with the Debt Financing or Alternative Financing) on any Asset of any NDC Parent Entity (with or without notice or lapse of time, or both) under, any Contract or Permit of any NDC Parent Entity, orwhere such Default or Lien, or any failure to obtain such Consent, would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, or (iiiiv) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Parent Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR ActAct and any other applicable foreign pre-merger notification or competition laws, rules or regulations, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Parent of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC NCC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereinprovided for herein have been, including or prior to the MergerEffective Time will be, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCNCC. This Subject to required regulatory Consents, this Agreement represents constitutes a legal, valid, valid and binding obligation of NDCNCC, enforceable against NDC NCC in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, insolvency or similar Laws of general applicability affecting the enforcement creditors’ rights or by general principles of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)equity. (b) Neither the execution and delivery of this Agreement by NDCNCC or of the Bank Merger Agreement by NBC, nor the consummation by NDC NCC of the transactions contemplated herebyprovided for in this Agreement or by NBC of the transactions provided for in the Bank Merger Agreement, nor compliance by NDC NCC with any of the provisions hereofof this Agreement or by NBC with any of the provisions of the Bank Merger Agreement, will (i) conflict with or result in a breach of any provision of NDC's NCC’s Certificate of Incorporation or BylawsBylaws or similar governing documents of NBC, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity NCC Company under, any Contract or Permit of any NDC EntityNCC Company, orwhere failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on such NCC Company, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity NCC Company or any of their respective material Assets. (c) Other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules and requirements of the NYSENasdaq, and other than (ii) Consents required from Regulatory Authorities, and other than (iii) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, (iv) notices to or under filings with Nasdaq regarding the HSR Actlisting on Nasdaq of the shares of NCC Common Stock to be issued in the Merger and (v) Consents, filings or notifications that, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on NCC, no notice to, filing with, with or Consent of, of any public body or authority is necessary for the consummation by NDC NCC of the Merger and the other transactions contemplated provided for in this Agreement or for the consummation by NBC of the Bank Merger and the other transactions provided for in the Bank Merger Agreement. No Consents or approvals of or filings or registrations with any Regulatory Authorities are necessary in connection with the execution and delivery by NCC of this Agreement.

Authority; No Breach By Agreement. (a) NDC KBI has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by KBI and the consummation of the transactions contemplated herein, including the Mergerherein and therein, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCKBI. This Subject to the receipt of all Consents required from Governmental Bodies and the expiration of all mandatory waiting periods, and assuming the due authorization, execution and delivery of this Agreement by MFC this Agreement represents a legal, valid, valid and binding obligation of NDCKBI, enforceable against NDC KBI in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Neither the execution and delivery of this Agreement by NDCKBI, nor the consummation by NDC KBI of the transactions contemplated herebyhereby or thereby, nor compliance by NDC KBI with any of the provisions hereof, hereof or thereof will (i) conflict with or result in a breach of any provision of NDC's Certificate KBI’s Articles of Incorporation or Bylaws, or Bylaws (ii) constitute or result in a Default under, or require any Consent (excluding Consents required by Law or Order) pursuant to, or result in the creation of any Lien Encumbrance on any Asset material asset of KBI or any NDC Entity KBI Subsidiary under, any Contract or Permit Governmental Authorization of or applicable to KBI or any NDC EntityKBI Subsidiary except for such Defaults and Encumbrances which will not, orand for such Consents which, if not obtained, will not have, individually or in the aggregate, a Material Adverse Effect on KBI or any KBI Subsidiary, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)9.1(a) hereof, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to KBI or any NDC Entity KBI Subsidiary or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than (i) Consents required from Regulatory AuthoritiesGovernmental Bodies, and other than notices (ii) Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or filings with in the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plansaggregate, or under the HSR Acta Material Adverse Effect on KBI, no notice to, filing with, or Consent of, any public body or authority Governmental Body is necessary for the consummation by NDC KBI of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC CCBG has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCCCBG, subject to receipt of the requisite Consents referred to in Section 9.1(b). This Agreement represents a legal, valid, and binding obligation of NDCCCBG, enforceable against NDC CCBG in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCCCBG, nor the consummation by NDC CCBG of the transactions contemplated hereby, nor compliance by NDC CCBG with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCCCBG's Certificate Articles of Incorporation or Bylaws, or (ii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC CCBG Entity under, any Contract or Permit of any NDC CCBG Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a CCBG Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC CCBG Entity or any of their respective material AssetsAssets (including any CCBG Entity or any GHC Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any CCBG Entity or any GHC Entity being reassessed or revalued by any Taxing authority). (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a CCBG Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC CCBG of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC CBIN has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by CBIN and the consummation of the transactions contemplated herein, including the Mergerherein and therein, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCCBIN. This Subject to the receipt of all Consents required from Governmental Bodies and the expiration of all mandatory waiting periods, and assuming the due authorization, execution and delivery of this Agreement by FFKY this Agreement represents a legal, valid, valid and binding obligation of NDCCBIN, enforceable against NDC CBIN in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Neither the execution and delivery of this Agreement by NDCCBIN, nor the consummation by NDC CBIN of the transactions contemplated herebyhereby or thereby, nor compliance by NDC CBIN with any of the provisions hereof, hereof or thereof will (i) conflict with or result in a breach of any provision of NDC's Certificate CBIN’s Articles of Incorporation or Bylaws, or Bylaws (ii) constitute or result in a Default under, or require any Consent (excluding Consents required by Law or Order) pursuant to, or result in the creation of any Lien Encumbrance on any Asset material asset of CBIN or any NDC Entity CBIN Subsidiary under, any Contract or Permit Governmental Authorization of or applicable to CBIN or any NDC EntityCBIN Subsidiary except for such Defaults and Encumbrances which will not, orand for such Consents which, if not obtained, will not have, individually or in the aggregate, a Material Adverse Effect on CBIN or any CBIN Subsidiary, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)9.1(a) hereof, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to CBIN or any NDC Entity CBIN Subsidiary or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than (i) Consents required from Regulatory AuthoritiesGovernmental Bodies, and other than notices (ii) Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or filings with in the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plansaggregate, or under the HSR Acta Material Adverse Effect on CBIN, no notice to, filing with, or Consent of, any public body or authority Governmental Body is necessary for the consummation by NDC CBIN of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC FNC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery of and performance of its obligations under this Agreement and the other documents contemplated hereby, and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCFNC, subject only to the approval of this Agreement by the shareholders of FNC. This Agreement represents a legal, valid, and binding obligation of NDCFNC, enforceable against NDC it in accordance with its terms (except in all cases as such enforceability may be limited by a court acting in equity, applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtgenerally). (b) Neither the execution and delivery of this Agreement by NDCFNC, nor the consummation by NDC FNC of the transactions contemplated hereby, nor compliance by NDC FNC with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate (A) the articles of Incorporation association or Bylawsbylaws of any FNC Subsidiary, or (B) the articles of incorporation or bylaws of FNC, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of FNC or any NDC Entity FNC Subsidiary under, (A) any Contract "material contract" (within the meaning of Item 601(b)10 of the SEC's Regulation S-K) or Material Permit of FNC or any NDC EntityFNC Subsidiary or (B) any material loan, oraccount, note or other receivable reflected as an asset on the books and records of FNC and the FNC Subsidiaries, or (iii) subject to receipt of obtaining the requisite Consents referred to in Section SECTION 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to FNC or any NDC Entity FNC Subsidiary or any of their respective Assets in a manner that would impose any material Assetsliability, obligation or limitation on FNC or any FNC Subsidiary. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings, or under the HSR Actnotifications that are to be made or obtained pursuant to this Agreement, no notice to, filing with, or Consent of, any public body or authority Governmental Authority is necessary for the consummation by NDC FNC of the Merger and the other transactions contemplated in this Agreement. (d) Assuming the Board of Directors of FNC recommends this Agreement to the shareholders of FNC, the affirmative vote of the holders of two-thirds of the outstanding shares of FNC Stock is the only vote of the holders of any class or series of FNC capital stock necessary to approve this Agreement and the Merger.

Authority; No Breach By Agreement. (a) NDC USB has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated provided for herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCUSB, subject to the approval of this Agreement by the holders of two-thirds of the outstanding shares of USB Common Stock. This Subject to such requisite stockholder approval, this Agreement represents a legal, valid, valid and binding obligation of NDCUSB, enforceable against NDC USB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCUSB, nor the consummation by NDC USB of the transactions contemplated herebyprovided for herein, nor compliance by NDC USB with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCUSB's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity USB Company under, any Contract or Permit of any NDC EntityUSB Company, where failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on USB, or, (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity USB Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Ad- verse Effect on USB, no notice to, filing with, with or Consent of, any public body or authority is necessary for the consummation by NDC USB of the Merger and the other transactions contemplated provided for in this Agreement.

Authority; No Breach By Agreement. (a) NDC Each of the Company and Merger Subsidiary has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by each of the Company and Merger Subsidiary and the consummation of the transactions contemplated herein, including the Mergerherein and therein, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCeach of the Company and Merger Subsidiary. This Subject to the receipt of all Consents required from Governmental Bodies and the expiration of all mandatory waiting periods, assuming the due authorization, execution and delivery of this Agreement by TBI, this Agreement each represents a legal, valid, valid and binding obligation of NDCeach of the Company and Merger Subsidiary, enforceable against NDC each in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Neither the execution and delivery of this Agreement by NDCthe Company or Merger Subsidiary, nor the consummation by NDC Company or Merger Subsidiary of the transactions contemplated herebyhereby or thereby, nor compliance by NDC the Company or Merger Subsidiary with any of the provisions hereof, hereof or thereof will (i) conflict with or result in a breach of any provision of NDCthe Company's, any Company Subsidiary's Certificate or Merger Subsidiary's Articles of Incorporation or BylawsBylaws or (as applicable) Articles of Organization or Operating Agreement, or (ii) constitute or result in a Default under, or require any Consent (excluding Consents required by Law or Order) pursuant to, or result in the creation of any Lien Encumbrance on any Asset material asset of the Company or any NDC Entity Company Subsidiary under, any Contract or Permit Governmental Authorization of or applicable to the Company, any NDC EntityCompany Subsidiary or Merger Subsidiary except for such Defaults and Encumbrances which will not, orand for such Consents which, if not obtained, will not have, individually or in the aggregate, a Material Adverse Effect on the Company, any Company Subsidiary or Merger Subsidiary, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)10.1(c) hereof, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to the Company, any NDC Entity Company Subsidiary or Merger Subsidiary or any of their respective material Assetsassets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than (i) Consents required from Regulatory AuthoritiesGovernmental Bodies, and other than notices (ii) Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or filings with in the Internal Revenue Service or aggregate, a Material Adverse Effect on the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR ActCompany, no notice to, filing with, or Consent of, any public body or authority Governmental Body is necessary for the consummation by NDC the Company or Merger Subsidiary of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC CommerceSouth has the corporate power and authority necessary to execute, deliver and and, subject to Article Nine hereof, perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCCommerceSouth, subject to the approval of this Agreement by the holders of CommerceSouth Common Stock in accordance with the DGCL. This Subject to such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of NDCCommerceSouth, enforceable against NDC CommerceSouth in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally (“Creditor’s Laws”) and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtbrought (“Equitable Discretion”)). (b) Neither the execution and delivery of this Agreement by NDCCommerceSouth, nor the consummation by NDC CommerceSouth of the transactions contemplated hereby, nor compliance by NDC CommerceSouth with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's CommerceSouth’s Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity CommerceSouth Company under, any Contract or Permit of any NDC EntityCommerceSouth Company, where any failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CommerceSouth, or, (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity CommerceSouth Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC CommerceSouth of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Centura has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCCentura. This Agreement represents a legal, valid, and binding obligation of NDCCentura, enforceable against NDC Centura in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCCentura, nor the consummation by NDC Centura of the transactions contemplated hereby, nor compliance by NDC Centura with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCCentura's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Centura Company under, any Contract or Permit of any NDC EntityCentura Company, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Centura, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Centura Company or any of their respective material Material Assets, or (iv) require the approval of Centura stockholders. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Centura, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Centura of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC NCBC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCNCBC. This Agreement represents a legal, valid, valid and binding obligation of NDCNCBC, enforceable against NDC NCBC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCNCBC, nor the consummation by NDC NCBC of the transactions contemplated hereby, nor compliance by NDC NCBC with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of NDCany NCBC Company's Certificate of Incorporation Charter (or similar governing instrument) or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset assets of any NDC Entity under, NCBC Company under any Contract or Permit of any NDC EntityNCBC Company, or, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)8. 1 (b) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity NCBC Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate law and securities Laws, and the rules of the NYSENASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on NCBC, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC NCBC of the Merger and the other transactions contemplated in this Agreement and the Plan of Merger. (d) NCBC is not a party to, or subject to, or bound by, any agreement or judgment, order, letter of understanding, writ, prohibition, injunction or decree of any court or other governmental body of competent jurisdiction, or any law which would prevent the execution and delivery of this Agreement and the Plan of Merger by NCBC, or the consummation of the transactions contemplated hereby and thereby, and no action or proceeding is pending against NCBC in which the validity of this Agreement, the transactions contemplated hereby or any action which has been taken by any of such Parties in connection herewith or in connection with the transaction contemplated hereby is at issue. Neither the execution or the delivery of this Agreement, nor the consummation of the transactions described herein, will have a Materially Adverse Effect on NCBC on a consolidated basis.

Authority; No Breach By Agreement. (a) NDC UPC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCUPC. This Agreement (which for purposes of this sentence shall not include the Stock Option Agreement) represents a legal, valid, and binding obligation of NDCUPC, enforceable against NDC UPC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCUPC, nor the consummation by NDC UPC of the transactions contemplated hereby, nor compliance by NDC UPC with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCUPC's Restated Certificate of Incorporation or BylawsBy-laws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity UPC Company under, any Contract or Permit of any NDC EntityUPC Company, or, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity UPC Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on UPC, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC UPC or Holding of the Merger and the other transactions contemplated in this AgreementAgreement and the Plan of Merger.

Authority; No Breach By Agreement. (a) NDC PSB has the all corporate power and authority necessary to execute, deliver and and, subject to Article Nine hereof, perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCPSB, subject to the approval of this Agreement by the holders of PSB Common Stock in accordance with the ABCA and Section 5-7A-2, Code of Alabama (1975). This Subject to such requisite stockholder approval, this Agreement represents a legal, valid, and binding obligation of NDCPSB, enforceable against NDC PSB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally ("Creditor's Laws") and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtbrought ("Equitable Discretion")). (b) Neither the execution and delivery of this Agreement by NDCPSB, nor the consummation by NDC PSB of the transactions contemplated hereby, nor compliance by NDC PSB with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCPSB's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity PSB under, any Contract or Permit of any NDC Entity, PSB or, (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity PSB or any of their respective material its Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC PSB of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC NCBC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCNCBC. This Agreement represents a legal, valid, valid and binding obligation of NDCNCBC, enforceable against NDC NCBC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCNCBC, nor the consummation by NDC NCBC of the transactions contemplated hereby, nor compliance by NDC NCBC with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of NDCany NCBC Company's Certificate of Incorporation Charter (or similar governing instrument) or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset assets of any NDC Entity under, NCBC Company under any Contract or Permit of any NDC EntityNCBC Company, or, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)8.1(b) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity NCBC Company or any of their respective material Material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate law and securities Laws, and the rules of the NYSENASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on NCBC, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC NCBC of the Merger and the other transactions contemplated in this Agreement and the Plan of Merger. (d) No NCBC Company is a party to, or subject to, or bound by, any agreement or judgment, order, letter of understanding, writ, prohibition, injunction or decree of any court or other governmental body of competent jurisdiction, or any law which would prevent the execution and delivery of this Agreement and the Plan of Merger by NCBC, or the consummation of the transactions contemplated hereby and thereby, and no action or proceeding is pending against any NCBC Company in which the validity of this Agreement, the transactions contemplated hereby or any action which has been taken by any of such Parties in connection herewith or in connection with the transaction contemplated hereby is at issue.

Authority; No Breach By Agreement. (a) NDC Buyer has the corporate power and authority necessary to executeexecute and deliver this Agreement and, deliver subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c), to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCBuyer. This Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c), this Agreement represents a legal, valid, and binding obligation of NDCBuyer, enforceable against NDC Buyer in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCBuyer, nor the consummation by NDC Buyer of the transactions contemplated hereby, nor compliance by NDC Buyer with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Buyer’s Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Buyer Entity under, any Contract or Permit of any NDC Buyer Entity, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b8.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Buyer Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, Laws and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings, or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Buyer Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority Governmental Authority is necessary for the consummation by NDC Buyer of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Buyer has the corporate power and authority necessary to execute, deliver and and, perform its obligations under this Agreement and all other agreements, documents and instruments to be executed in connection herewith, including the CVR Agreement, and to perform its obligations under this Agreement and the CVR Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and the CVR Agreement and the consummation of the transactions contemplated hereinherein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCBuyer. This Agreement represents and the CVR Agreement at the Effective Time will represent a legal, valid, and binding obligation of NDCBuyer, enforceable against NDC Buyer in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCBuyer, nor the consummation by NDC Buyer of the transactions contemplated hereby, nor compliance by NDC Buyer with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate Buyer’s certificate of Incorporation incorporation or Bylawsbylaws or the certificate or articles of incorporation or bylaws or other governing documents of any Buyer Subsidiary, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Buyer Entity under, any Contract or Permit of any NDC Buyer Entity, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b9.1(c), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Buyer Entity or any of their respective material Assets, except in case of clauses (ii) and (iii) where such Default or Lien, or any failure to obtain such Consent, is not reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities LawsLaws (including filing the Certificate of Merger pursuant to the DGCL), and the rules of the NYSEOTC Bulletin or Nasdaq, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Buyer of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC First United has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject to the approval of this Agreement by the holders of a two-thirds of the outstanding shares of First United Common Stock. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been or will be duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCFirst United, subject to the approval of this Agreement by the holders of two-thirds of the outstanding shares of First United Common Stock. This Subject to such requisite approval, this Agreement represents a legal, valid, and binding obligation of NDCFirst United, enforceable against NDC First United in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCFirst United, nor the consummation by NDC First United of the transactions contemplated hereby, nor compliance by NDC First United with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCFirst United's Certificate Articles of Incorporation or Bylaws, or (ii) except as disclosed in Section 5.2(b) of the First United Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity First United Company under, any Contract or Permit of any NDC EntityFirst United Company, or, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity First United Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings, or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on First United, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC First United of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC VBI has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated provided for herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCVBI, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of VBI Common Stock. This Subject to such requisite stockholder approval and required regulatory consents, this Agreement represents a legal, valid, valid and binding obligation of NDCVBI, enforceable against NDC VBI in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Neither Except as set forth on Schedule 5.2(b), neither the execution and delivery of this Agreement by NDCVBI, nor the consummation by NDC VBI of the transactions contemplated herebyprovided for herein, nor compliance by NDC VBI with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate VBI’s Articles of Incorporation or BylawsBylaws or the Articles or Certificates of Incorporation or Bylaws of any VBI Company, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity VBI Company under, any Contract or Permit of any NDC EntityVBI Company (including, without limitation, under the Indenture, the Declaration of Trust, or any agreements entered into in connection therewith), where failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on such VBI Company, or, (iii) subject to receipt of the requisite Consents and approvals referred to in Section 9.1(b)this Agreement, constitute violate or result in a Default under, or require any Consent pursuant to, conflict with any Law or Order applicable to any NDC Entity VBI Company or any of their respective material Assets. (c) Other Except as set forth on Schedule 5.2(c), other than (i) in connection or compliance with the provisions of the Securities Laws, Laws and applicable state corporate and securities Laws, and rules of the NYSE, and other than (ii) Consents required from Regulatory Authorities, (iii) the approval by the stockholders of VBI of the Merger and other than the transactions provided for in this Agreement, (iv) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and (v) Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on the VBI Company at issue, no notice to, filing with, with or Consent of, any Person or public body or authority is necessary for the consummation by NDC VBI of the Merger and the other transactions contemplated provided for in this Agreement.

Authority; No Breach By Agreement. (a) NDC FPFI has the corporate power and authority necessary to execute, execute and deliver this Agreement and to perform its obligations under this Agreement hereunder, and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated provided for herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCFPFI, subject to the approval of this Agreement and the Merger by the holders of two-thirds of the outstanding shares of FPFI Common Stock in accordance with the ABCL. This Subject to such requisite shareholder approval and required regulatory consents, this Agreement represents constitutes a legal, valid, valid and binding obligation of NDCFPFI, enforceable against NDC FPFI in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Neither Except as set forth on Schedule 5.2(b), neither the execution and delivery of this Agreement by NDCFPFI or the Bank Merger Agreement by FP Bank, nor the consummation by NDC FPFI of the transactions contemplated herebyprovided for in this Agreement or by FP Bank of the transactions provided for in the Bank Merger Agreement, nor compliance by NDC FPFI with any of the provisions hereofhereof or by FP Bank with any of the provisions of the Bank Merger Agreement, will (i) conflict with or result in a breach of any provision of NDC's Certificate FPFI’s Articles of Incorporation or Bylaws, Bylaws or the Articles or Certificates of Incorporation or Bylaws or similar governing documents of any FPFI Company or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity FPFI Company under, any Contract or Permit of any NDC EntityFPFI Company, where such Default or failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on such FPFI Company, or, (iii) subject to receipt of the requisite Consents and approvals of Regulatory Authorities referred to in Section 9.1(b)this Agreement, constitute violate or result in a Default under, or require any Consent pursuant to, conflict with any Law or Order applicable to any NDC Entity FPFI Company or any of their respective material Assets. (c) Other Except as set forth on Schedule 5.2(c), other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than (ii) Consents required from Regulatory Authorities, (iii) the approval by the shareholders of FPFI of this Agreement and other than the Merger, (iv) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and (v) Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on the FPFI Company at issue, no notice to, filing with, with or Consent of, any Person or public body or authority is necessary for the consummation by NDC FPFI of the Merger and the other transactions contemplated provided for in this AgreementAgreement or for consummation by FP Bank of the Bank Merger.

Authority; No Breach By Agreement. (a) NDC FNBGC has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement Plan of Merger and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement Plan of Merger and the consummation of the transactions contemplated herein, including the Merger, herein have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCFNBGC, except for shareholder approval. This Subject to such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of NDCFNBGC, enforceable against NDC FNBGC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcyapplicable, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement Plan of Merger by NDCFNBGC, nor the consummation by NDC FNBGC of the transactions contemplated hereby, nor compliance by NDC FNBGC with any of the provisions hereof, will except as specifically disclosed in the FNBGC Disclosure Memorandum delivered pursuant to the Parent Agreement (i) conflict with or result in a breach of any provision of NDCFNBGC's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC GHC Entity under, any Contract or Permit of any NDC GHC Entity, or, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)4.1 of this Plan of Merger, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC GHC Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under under, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on FNBGC, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC FNBGC of the Bank Merger and the other transactions contemplated in this AgreementPlan of Merger.

Authority; No Breach By Agreement. (a) NDC Each of Atlantic Southern and ASB has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCAtlantic Southern and ASB. This Subject to receipt of the requisite Consents of Regulatory Authorities, this Agreement represents a legal, valid, and binding obligation obligations of NDCAtlantic Southern and ASB, is enforceable against NDC Atlantic Southern and ASB in accordance with its their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCASB, nor the consummation by NDC ASB of the transactions contemplated hereby, nor compliance by NDC ASB with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate ASB’s Articles of Incorporation or BylawsBylaws or the certificate or articles of incorporation or bylaws of Atlantic Southern or any resolution adopted by the board of directors or the shareholders of Atlantic Southern or ASB that is currently in effect, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any material Asset of ASB or Atlantic Southern under any NDC Entity under, any material Contract or material Permit of any NDC Entity, ASB or Atlantic Southern or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Entity ASB or Atlantic Southern or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSEOTC Bulletin Board, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, of any public body or governmental authority is necessary for the consummation by NDC Atlantic Southern and ASB of the Merger Merger, and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Republic has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCRepublic. This Agreement represents a legal, valid, valid and binding obligation of NDCRepublic, enforceable against NDC Republic in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDC, Republic nor the consummation by NDC Republic of the transactions contemplated hereby, hereby nor compliance by NDC Republic with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of NDCRepublic's Certificate Articles of Incorporation or Bylaws, By-laws; or (ii) constitute or result in a Default default under, or require any Consent pursuant to, to or result in the creation of any Lien on or any Asset asset of any NDC Entity under, Republic Company under any Contract contract or Permit Permits of any NDC EntityRepublic Company, orwhere such default or Lien or any failure to obtain such consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Republic; or (iii) subject to receipt of the requisite Consents consents referred to in Section 9.1(b)8.1(b) of this Agreement, constitute violate any law or result in a Default under, or require any Consent pursuant to, any Law or Order order applicable to any NDC Entity Republic Company or any of their respective material Assetsassets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, laws and rules of the NYSE, NASD and other than Consents required from Regulatory Authorities, and other than notices Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or filings with in the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Actaggregate a Material Adverse Effect on Republic, no notice to, filing with, with or Consent of, of any public body or authority is necessary for the consummation by NDC Republic of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Each of Parent and Merger Sub has the corporate power and authority necessary to execute, deliver and perform this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCParent and Merger Sub. This Agreement represents a legal, valid, valid and binding obligation of NDCeach of Parent and Merger Sub, enforceable against NDC Parent and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar other Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding proceedings may be brought). (b) Neither the execution and delivery of this Agreement by NDCeach of Parent and Merger Sub, nor the consummation by NDC each of Parent and Merger Sub of the transactions contemplated hereby, nor compliance by NDC each of Parent and Merger Sub with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate Parent’s certificate of Incorporation incorporation or Bylawsbylaws, (ii) conflict with or result in a breach of any provision of the articles of incorporation or bylaws or equivalent organizational documents of any Parent Subsidiary (including Merger Sub), or (iiiii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Parent Entity under, any Contract or Permit of any NDC Parent Entity, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect, or (iiiiv) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Parent Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, or any foreign competition, antitrust, investment or similar Laws, no material notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Parent of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Regions has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCRegions. This Agreement represents a legal, valid, and binding obligation of NDCRegions, enforceable against NDC Regions in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCRegions, nor the consummation by NDC Regions of the transactions contemplated hereby, nor compliance by NDC Regions with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Regions' Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Regions Company under, any Contract or Permit of any NDC EntityRegions Company, or, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Regions Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plansplans and other than Consents, filings, or under notifications which, if not obtained or made, is not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on Regions, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Regions of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC BancTrust has the corporate power and authority necessary to execute, deliver and and, subject to Article Nine hereof, perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCBancTrust, subject to the approval of this Agreement by the holders of BancTrust Common Stock in accordance with the ABCA. This Subject to such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of NDCBancTrust, enforceable against NDC BancTrust in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Creditors’ Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtEquitable Discretion). (b) Neither the execution and delivery of this Agreement by NDCBancTrust, nor the consummation by NDC BancTrust of the transactions contemplated hereby, nor compliance by NDC BancTrust with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate its Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity BancTrust Company under, any Contract or Permit of any NDC EntityBancTrust Company, where any failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on BancTrust, or, (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity BancTrust Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plansplans and other than Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on BancTrust, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC BancTrust of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Premier has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCPremier. This Agreement represents a legal, valid, valid and binding obligation of NDCPremier, enforceable against NDC Premier in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither Except as described in Section 6.2 of the Premier Disclosure ---------- Memorandum, neither the execution and delivery of this Agreement by NDCPremier, nor ---------- the consummation by NDC Premier of the transactions contemplated hereby, nor compliance by NDC Premier with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of NDCPremier's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Premier Company under, any Contract or Permit of any NDC EntityPremier Company, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Premier, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Premier Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on Premier, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Premier of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC SBKC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCSBKC. This Subject to receipt of the requisite Consents of Regulatory Authorities, this Agreement represents a legal, valid, and binding obligation of NDCSBKC, enforceable against NDC SBKC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCSBKC, nor the consummation by NDC SBKC of the transactions contemplated hereby, nor compliance by NDC SBKC with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate SBKC’s Articles of Incorporation or BylawsBylaws or the certificate or articles of incorporation or bylaws of any SBKC Subsidiary or any resolution adopted by the board of directors or the shareholders of any SBKC Entity that is currently in effect, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC SBKC Entity under, any Contract or Permit of any NDC Entity, SBKC Entity or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC SBKC Entity or any of their respective material AssetsAssets (including any SBKC Entity or Homestead becoming subject to or liable for the payment of any Tax or any of the Assets owned by any SBKC Entity or Homestead being reassessed or revalued by any Taxing authority). (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENasdaq National Market, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by NDC SBKC of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC First National has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCFirst National. This Subject to receipt of the requisite Consents of Regulatory Authorities, this Agreement represents a legal, valid, and binding obligation of NDCFirst National, enforceable against NDC it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCFirst National, nor the consummation by NDC First National of the transactions contemplated hereby, nor compliance by NDC First National with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate its Articles of Incorporation Association or BylawsBylaws or any resolution adopted by the board of directors or the shareholders of First National that is currently in effect, or (ii) subject to receipt of the requisite Consents referred to in Section 9.1(b), (A) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity First National under, any Contract or Permit of any NDC Entity, or, First National or (iiiB) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Entity First National or any of their respective its material AssetsAssets (including First National or Cairo becoming subject to or liable for the payment of any Tax or any of the Assets owned by First National or Cairo being reassessed or revalued by any Taxing authority). (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by NDC First National of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC NCC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereinprovided for herein have been, including or prior to the MergerEffective Time will be, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCNCC. This Subject to required regulatory Consents, this Agreement represents constitutes a legal, valid, valid and binding obligation of NDCNCC, enforceable against NDC NCC in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, insolvency or similar Laws of general applicability affecting the enforcement creditors’ rights or by general principles of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)equity. (b) Neither the execution and delivery of this Agreement by NDCNCC, nor the consummation by NDC NCC of the transactions contemplated herebyprovided for in this Agreement, nor compliance by NDC NCC with any of the provisions hereofof this Agreement, will (i) conflict with or result in a breach of any provision of NDC's NCC’s Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity NCC Company under, any Contract or Permit of any NDC EntityNCC Company, orwhere failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on such NCC Company, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity NCC Company or any of their respective material Assets. (c) Other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules and requirements of the NYSENasdaq, and other than (ii) Consents required from Regulatory Authorities, and other than (iii) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, (iv) notices to or under filings with Nasdaq regarding the HSR Actlisting on Nasdaq of the shares of NCC Common Stock to be issued in the Merger and (v) Consents, filings or notifications that, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on NCC, no notice to, filing with, with or Consent of, of any public body or authority is necessary for the consummation by NDC NCC of the Merger and the other transactions contemplated provided for in this Agreement. No Consents or approvals of or filings or registrations with any Regulatory Authorities are necessary in connection with the execution and delivery by NCC of this Agreement.

Authority; No Breach By Agreement. (a) NDC Regions has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCRegions. This Agreement represents a legal, valid, and binding obligation of NDCRegions, enforceable against NDC Regions in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCRegions, nor the consummation by NDC Regions of the transactions contemplated hereby, nor compliance by NDC Regions with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Regions' Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Regions Company under, any Contract or Permit of any NDC EntityRegions Company, or, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Regions Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plansplans and other than Consents, filings, or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on Regions, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Regions of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC SouthCrest has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCSouthCrest. This Subject to the Consents of Regulatory Authorities, this Agreement represents a legal, valid, valid and binding obligation of NDCSouthCrest, enforceable against NDC SouthCrest in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCSouthCrest, nor the consummation by NDC SouthCrest of the transactions contemplated hereby, nor compliance by NDC SouthCrest with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate SouthCrest’s Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity SouthCrest Company under, any Contract or Permit of any NDC EntitySouthCrest Company, or, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)9.1 (a) and (b) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity SouthCrest Company or any of their respective material Assets. (c) Other No notice to, filing with or Consent of any public body or authority is necessary for the consummation by SouthCrest of the Merger and the transaction contemplated in this Agreement other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than (ii) Consents required from Regulatory Authorities, and other than (iii) notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or (iv) under the HSR Act, no notice toand (v) Consents, filing with, filings or Consent of, any public body or authority is necessary for the consummation by NDC of the Merger and the other transactions contemplated in this Agreementnotifications.

Authority; No Breach By Agreement. (a) NDC Premier has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCPremier. This Agreement represents a legal, valid, valid and binding obligation of NDCPremier, enforceable against NDC Premier in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCPremier, nor the consummation by NDC Premier of the transactions contemplated hereby, nor compliance by NDC Premier with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of NDCPremier's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Premier Company under, any Contract or Permit of any NDC EntityPremier Company, orwhere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Premier, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Premier Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on Premier, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by NDC Premier of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Huntington has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCHuntington. This Agreement represents a legal, valid, and binding obligation of NDCHuntington, enforceable against NDC Huntington in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCHuntington, nor the consummation by NDC Huntington of the transactions contemplated hereby, nor compliance by NDC Huntington with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCHuntington's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Huntington Company under, any Contract or Permit of any NDC EntityHuntington Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Huntington, or, (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Huntington Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings, or under notifications which, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on Huntington, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Huntington of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC Republic and the Bank each has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCRepublic and the Bank. This Agreement represents a legal, valid, valid and binding obligation of NDCRepublic and the Bank, enforceable against NDC Republic and the Bank in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws affecting the enforcement of creditors' rights Rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDC, Republic or the Bank nor the consummation by NDC Republic or the Bank of the transactions contemplated hereby, hereby nor compliance by NDC Republic or the Bank with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of NDCRepublic's Certificate or the Bank's Articles of Incorporation or Bylaws, By-laws; or (ii) constitute or result in a Default default under, or require any Consent pursuant to, to or result in the creation of any Lien on lien or any Asset asset of any NDC Entity under, Republic Company under any Contract or Permit of any NDC EntityRepublic Company, orwhere such default or lien or any failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Republic; or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity Republic Company or any of their respective material Material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, Securities Laws and rules of the NYSE, NASD and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR ActAct and other Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate a Material Adverse Effect on Republic, no notice to, filing with, with or Consent of, of any public body or authority is necessary for the consummation by NDC Republic of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) NDC BCG has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions transaction contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions Merger contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCBCG subject to the approval of this Agreement by the holders of a majority of the outstanding shares of BCG Common Stock. This Subject to such requisite shareholder approval, this Agreement represents a legal, valid, and binding obligation of NDCBCG, enforceable against NDC BCG in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCBCG, nor the consummation by NDC BCG of the transactions transaction contemplated hereby, nor compliance by NDC BCG with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCBCG's Certificate Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity BCG Bank under, any Contract or Permit of any NDC EntityBCG Bank, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on BCG, or, (iii) subject to receipt of the requisite Consents approvals referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity BCG Bank or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no No notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC BCG of the Merger and the other transactions contemplated in this AgreementAgreement other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, (ii) Consents required from Regulatory Authorities, (iii) notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and (iv) Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on BCG.

Authority; No Breach By Agreement. (a) NDC SFC has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and the Plan of Merger and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery delivery, and performance of this Agreement and the Plan of Merger, as appropriate, and the consummation of the transactions contemplated hereinherein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCSFC, subject to the approval of this Agreement and the Plan of Merger by the holders of a majority of the outstanding shares of SFC Common Stock, which is the only shareholder vote required for approval of this Agreement and the Plan of Merger and consummation of the Merger by SFC. This Subject to such requisite shareholder approval, this Agreement represents a and the Plan of Merger (which for purposes of this sentence shall not include the Stock Option Agreement) represent legal, valid, and binding obligation obligations of NDCSFC, enforceable against NDC SFC in accordance with its their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither Except as set forth in Section 5.2 of the SFC Disclosure Memorandum, neither the execution and delivery of this Agreement or the Plan of Merger, as appropriate, by NDCSFC, nor the consummation by NDC SFC of the transactions contemplated herebyhereby or thereby, nor compliance by NDC SFC with any of the provisions hereofhereof or thereof, will (i) conflict with or result in a breach of any provision of NDCSFC's Certificate of Incorporation Charter or BylawsBy-laws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any material Asset of any NDC Entity SFC Company under, any Contract or Permit of any NDC EntitySFC Company, orother than Defaults that are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on SFC, or (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b)) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity SFC Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSENASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on SFC, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC SFC of the Merger and the other transactions contemplated in this AgreementAgreement and the Plan of Merger.

Authority; No Breach By Agreement. (a) NDC BSQUARE has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCBSQUARE. This Agreement represents a legal, valid, and binding obligation of NDCBSQUARE, enforceable against NDC BSQUARE in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by NDCBSQUARE, nor the consummation by NDC BSQUARE of the transactions contemplated hereby, nor compliance by NDC BSQUARE with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate BSQUARE Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity BSQUARE Company under, any Contract or Permit of any NDC Entity, BSQUARE Company or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any NDC Entity BSQUARE Company or any of their respective material AssetsAssets other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, Defaults or other occurrences of the type referred to above which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on BSQUARE. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no No notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC BSQUARE of the Merger and the other transactions contemplated in this Agreement.transactions

Authority; No Breach By Agreement. (a) NDC PBI has the corporate power and authority necessary to execute, execute and deliver this Agreement and to perform its obligations under this Agreement hereunder, and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated provided for herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCPBI, subject to the approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of PBI Common Stock in accordance with the OCGA and PBI’s Articles of Incorporation and Bylaws. This Subject to such requisite stockholder approval and required regulatory consents, this Agreement represents constitutes a legal, valid, valid and binding obligation of NDCPBI, enforceable against NDC PBI in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Neither Except as set forth on Schedule 5.2(b), neither the execution and delivery of this Agreement by NDCPBI or the Bank Merger Agreement by Private Bank, nor the consummation by NDC PBI of the transactions contemplated herebyprovided for in this Agreement or by Private Bank of the transactions provided for in the Bank Merger Agreement, nor compliance by NDC PBI with any of the provisions hereofhereof or by Private Bank with any of the provisions of the Bank Merger Agreement, will (i) conflict with or result in a breach of any provision of NDC's PBI’s Articles of Incorporation or Bylaws or the Articles or Certificate of Incorporation or Bylaws, Bylaws or similar governing documents of any PBI Company or the Shareholders Agreement or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity PBI Company under, any Contract or Permit of any NDC EntityPBI Company, where such Default or failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on such PBI Company, or, (iii) subject to receipt of the requisite Consents and approvals of Regulatory Authorities referred to in Section 9.1(b)this Agreement, constitute violate or result in a Default under, or require any Consent pursuant to, conflict with any Law or Order applicable to any NDC Entity PBI Company or any of their respective material Assets. (c) Other Except as set forth on Schedule 5.2(c), other than (i) in connection or compliance with the provisions of the Securities Laws, Laws and applicable state corporate and securities Laws, and rules of the NYSE, and other than (ii) Consents required from Regulatory Authorities, (iii) the approval by the stockholders of PBI of this Agreement and other than the Merger, (iv) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and (v) Consents, filings or under notifications that, if not obtained or made, are not reasonably likely to have, individually or in the HSR Actaggregate, a Material Adverse Effect on the PBI Company at issue, no notice to, filing with, with or Consent of, of any Person or public body or authority is necessary for the consummation by NDC PBI of the Merger and the other transactions contemplated provided for in this Agreement or by Private Bank of the Bank Merger and the other transactions provided for in the Bank Merger Agreement. No consents or approvals of or filings or registrations with any Regulatory Authorities are necessary in connection with the execution and delivery by PBI of this Agreement.

Authority; No Breach By Agreement. (a) NDC Each of Purchaser and Parent has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, herein have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDCPurchaser and Parent. This Agreement represents a legal, valid, and binding obligation of NDCPurchaser and Parent, enforceable against NDC Purchaser and Parent in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither Except as disclosed in Schedule 5.2(b), neither the execution and delivery of this Agreement by NDCPurchaser and Parent, nor the consummation by NDC Purchaser and Parent of the transactions contemplated hereby, nor compliance by NDC Purchaser and Parent with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDCPurchaser's Certificate and Parent's Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity Purchaser and Parent under, any Contract or Permit of any NDC EntityPurchaser and Parent, or, (iii) subject to receipt of the requisite Consents specifically disclosed in Schedule 5.2(b) and referred to in Section 9.1(b)8.1(b) of this Agreement, constitute or result in a Default underviolate any Law, or require any Consent pursuant to, any Law Permit or Order applicable to any NDC Entity Purchaser and Parent or any of their respective material Assets, or (iv) violate any agreements between Purchaser and any Credit Card Association or EFT Network. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no No notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC Purchaser and Parent of the Merger and the other transactions contemplated in this Agreement, except Consents required from Regulatory Authorities set forth on Schedule 5.2(c), and neither Purchaser nor Parent has received notice from any such Regulatory Authority indicating that any such Regulatory Authority would oppose or not grant or issue its Consent, if required, with respect to the transactions contemplated by this Agreement.