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

Authority; No Breach By Agreement. (a) Each of Buyer and Merger Sub has the corporate power and authority necessary to execute and deliver this Agreement and, subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and the approval by Buyer’s shareholders of the Buyer Share Issuance with respect to the Merger, 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 and the Buyer Share Issuance, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Buyer and Merger Sub, subject to the approval of the Buyer Share Issuance by the holders of a majority of the total votes cast on the proposal, which is the only Buyer shareholder vote required for approval of the Buyer Share Issuance (the “Requisite Buyer Shareholder Vote”) (recognizing that a shareholder vote regarding certain payments made in connection with the Merger may be required, but the outcome of any such vote would be non-binding). This Agreement has been approved by Buyer as the sole shareholder of Merger Sub. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by such Requisite Buyer Shareholder Vote, this Agreement represents a legal, valid, and binding obligation of each of Buyer and Merger Sub, enforceable against each of Buyer and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Buyer or Merger Sub, nor the consummation by Buyer or Merger Sub of the transactions contemplated hereby, nor compliance by Buyer or Merger Sub with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Buyer’s or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Buyer Entity under, any Contract or Permit of any Buyer Entity, or, (iii) subject to receipt of the requisite Consents referred to in Section 8.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any 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 other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, 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 Governmental Authority is necessary for the consummation by Buyer or Merger Sub of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Each of Buyer and Merger Sub has the corporate power and authority necessary to execute execute, deliver and deliver this Agreement and, subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and the approval by Buyer’s shareholders of the Buyer Share Issuance with respect to the Merger, 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 and the Buyer Share IssuanceMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Buyer and Merger SubBuyer, subject to the approval of the issuance of the shares of Buyer Share Issuance Common Stock pursuant to the Merger by the holders of a majority of the total votes cast on at the proposalBuyer Stockholders' Meeting (assuming for such purpose that the votes cast in respect of such proposal represent a majority of the outstanding Buyer Common Stock), which is the only Buyer shareholder stockholder vote required for approval of this Agreement and consummation of the Buyer Share Issuance (the “Requisite Buyer Shareholder Vote”) (recognizing that a shareholder vote regarding certain payments made in connection with the Merger may be required, but the outcome of any such vote would be non-binding)merger by Buyer. This Agreement has been approved duly executed and delivered by Buyer as the sole shareholder of Merger Sub. Subject Buyer, and subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by such Requisite Buyer Shareholder Voterequisite stockholder approval, this Agreement represents a legal, valid, and binding obligation of each of Buyer and Merger SubBuyer, enforceable against each of Buyer 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 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 Buyer or Merger SubBuyer, nor the consummation by Buyer or Merger Sub of the transactions contemplated hereby, nor compliance by Buyer or Merger Sub with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Buyer’s or Merger Sub’s Articles '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 Buyer Entity under, any Contract or Permit of any 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 8.1(b9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Buyer Entity or any of their respective material AssetsAssets where such Default, or any failure to obtain such Consent is reasonably likely to have, individually or in the aggregate, in a Buyer Material Adverse Effect. (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, and other than Consents required from Regulatory AuthoritiesAuthorities as described in Section 6.2 of the Buyer Disclosure Memorandum, and other than notices to or filings with the IRS 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 Governmental Authority public body or authority is necessary for the consummation by Buyer or Merger Sub of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Each of Buyer Parent and Merger Sub First Bank has the corporate power and authority necessary to execute and deliver this Agreement and, subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) ), the approval of the Parent as the sole shareholder of First Bank, and the approval by BuyerParent’s shareholders of the Buyer Share Issuance issuance of the Stock Consideration with respect to the Merger, 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 and the Buyer Share Issuanceissuance of the Stock Consideration, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Buyer Parent and Merger SubFirst Bank, subject to (i) the approval of the Buyer Share Issuance Merger by Parent, as the sole shareholder of First Bank (“Requisite First Bank Shareholder Vote”) and (ii) the approval of the issuance of the Stock Consideration pursuant to this Agreement by the holders of a majority two-thirds of the total votes cast on the proposaloutstanding shares of Parent Common Stock, which is the only Buyer Parent shareholder vote required for approval of in connection with this Agreement and the Buyer Share Issuance transactions contemplated herein (the “Requisite Buyer Parent Shareholder Vote”) (recognizing that a shareholder vote regarding certain payments made in connection with the Merger may be required, but the outcome of any such vote would be non-binding). This Agreement has been approved by Buyer as the sole shareholder of Merger Sub. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) ), and by such Requisite Buyer First Bank Shareholder Vote and Requisite Parent Shareholder Vote, this Agreement represents a legal, valid, and binding obligation of each of Buyer Parent and Merger Sub, First Bank enforceable against each of Buyer Parent and Merger Sub First Bank in accordance with its their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Buyer or Merger SubParent and First Bank, nor the consummation by Buyer or Merger Sub Parent and First Bank of the transactions contemplated hereby, nor compliance by Buyer or Merger Sub Parent and First Bank with any of the provisions hereof, will (i) as to Parent, conflict with or result in a breach of any provision of Buyer’s or Merger SubParent’s Articles of Incorporation or Bylaws, or (ii) as to First Bank, conflict with or result in a breach of any provision of First Bank’s Articles of Incorporation or Bylaws, (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 Buyer Parent Entity under, any Contract or Permit of any Buyer Parent Entity, or, (iiiiv) subject to receipt of the requisite Consents referred to in Section Sections 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 Buyer Parent Entity or any of their respective material Assets. (c) Other than in connection No consents or compliance with the provisions approvals of the Securities Laws, applicable state corporate and securities Laws and other than Consents required from Regulatory Authorities, and other than notices to or filings or registrations with the IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, 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 Governmental Authority is are necessary for in connection with the consummation by Buyer Parent or Merger Sub First Bank of the Merger and the other transactions contemplated by this Agreement except for (a) the filing of applications and notices with, and approval of such applications and notices from, the Federal Reserve and the Bureau of Financial Institutions division of the State Corporation Commission of the Commonwealth of Virginia, (b) the filing by Parent with the SEC of the Registration Statement in this Agreementwhich the Joint Proxy Statement/Prospectus will be included, and declaration of effectiveness of the Registration Statement, (c) the filing of the Articles of Merger with the Commonwealth of Virginia State Corporation Commission, (d) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of The Nasdaq Stock Market, as to Parent, or Financial Industry Regulatory Authority, Inc., as to BFTL, and (e) notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, if any.

Authority; No Breach By Agreement. (a) Each of Buyer and Merger Sub Carolina Financial has the corporate power and authority necessary to execute and deliver execute, deliver, and, other than with respect to the Merger, perform this Agreement andand with respect to the Merger, subject to upon the approval of the Merger, including any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by Carolina Financial’s stockholders in accordance with Section 8.1(a) of this Agreement, the approval by Buyer’s shareholders DGCL, and the rules and regulations of the Buyer Share Issuance with respect to the MergerNASDAQ Stock Market, 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 and the Buyer Share IssuanceMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Buyer and Merger SubCarolina Financial, subject to the approval of this Agreement by (i) the Buyer Share Issuance by holders of a majority of the outstanding shares of Carolina Financial Common Stock entitled to vote thereon of this Agreement and the transactions contemplated hereby, and (ii) the holders of a majority of the total votes cast thereon on the proposalissuance of the Merger Consideration, which is are the only Buyer shareholder vote Carolina Financial stockholder votes required for approval of this Agreement and consummation of the Buyer Share Issuance Merger and the issuance of the Merger Consideration (collectively, the “Requisite Buyer Shareholder VoteCarolina Financial Stockholder Votes”) (recognizing that a shareholder vote regarding certain payments made in connection with the Merger may be required, but the outcome of any such vote would be non-binding). This Agreement has been approved by Buyer as the sole shareholder of Merger Sub. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by such Requisite Buyer Shareholder VoteCarolina Financial Stockholder Votes, this Agreement represents a legal, valid, and binding obligation of each of Buyer and Merger SubCarolina Financial, enforceable against each of Buyer and Merger Sub Carolina Financial in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Buyer or Merger SubCarolina Financial, nor the consummation by Buyer or Merger Sub Carolina Financial and CresCom Bank of the transactions contemplated hereby, nor compliance by Buyer or Merger Sub Carolina Financial and CresCom Bank with any of the provisions hereof, will (i) assuming the Requisite Carolina Financial Stockholder Votes, conflict with or result in a breach of any provision of BuyerCarolina Financial’s Certificate of Incorporation or Merger Sub’s Bylaws or the Articles of Incorporation or BylawsBylaws of any Carolina Financial Subsidiary or any resolution adopted by the Board of Directors or the shareholders of any Carolina Financial 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 material Asset of any Buyer Carolina Financial Entity under, any material Contract or material Permit of any Buyer Entity, Carolina Financial Entity or, (iii) subject to receipt of the requisite Consents referred to in Section 8.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Buyer Carolina Financial Entity or any of their respective material AssetsAssets (including any Carolina Financial Entity becoming subject to or liable for the payment of any Tax on any of the Assets owned by any Carolina Financial Entity being reassessed or revalued by any Regulatory Authority). (c) Other than in connection or compliance with Except for (a) the provisions filing of the Securities Laws, applicable state corporate applications and securities Laws and other than Consents required from Regulatory Authoritiesnotices with, and approval of such applications and notices from, the Federal Reserve, the FDIC, the South Carolina Board of Financial Institutions and North Carolina Commissioner of Banks, (b) the filing of any other than notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consentsrequired applications, filings, or notifications whichnotices 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 Joint Proxy Statement/Prospectus will be included, and the declaration of effectiveness of the Registration Statement, (d) the filing of the Certificate of Merger and the Articles of Merger, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment 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 rules and regulations of the NASDAQ Stock Market, or that are required under consumer finance, mortgage banking and other similar laws, and (f) notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effectany, no notice to, filing with, consents or Consent of, approvals of or filings or registrations with any Governmental Authority is are necessary for in connection with the consummation by Buyer or Merger Sub Carolina Financial 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 Carolina Financial of this Agreement.

Authority; No Breach By Agreement. (a) Each of Buyer and Merger Sub Carolina Financial has the corporate power and authority necessary to execute and deliver execute, deliver, and, other than with respect to the Merger, perform this Agreement andand with respect to the Merger, subject to upon the approval of the Merger, including any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by Carolina Financial’s stockholders in accordance with Section 8.1(a) of this Agreement, the approval by Buyer’s shareholders DGCL, and the rules and regulations of the Buyer Share Issuance with respect to the MergerNASDAQ Stock Market, 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 and the Buyer Share IssuanceMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Buyer and Merger SubCarolina Financial, subject to the approval of this Agreement by (i) the Buyer Share Issuance by holders of a majority of the outstanding shares of Carolina Financial Common Stock entitled to vote thereon of this Agreement and the transactions contemplated hereby, and (ii) the holders of a majority of the total votes cast thereon on the proposalissuance of the Merger Consideration, which is are the only Buyer shareholder vote Carolina Financial stockholder votes required for approval of this Agreement and consummation of the Buyer Share Issuance Merger and the issuance of the Merger Consideration (collectively, the “Requisite Buyer Shareholder VoteCarolina Financial Stockholder Votes”) (recognizing that a shareholder vote regarding certain payments made in connection with the Merger may be required, but the outcome of any such vote would be non-binding). This Agreement has been approved by Buyer as the sole shareholder of Merger Sub. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by such Requisite Buyer Shareholder VoteCarolina Financial Stockholder Votes, this Agreement represents a legal, valid, and binding obligation of each of Buyer and Merger SubCarolina Financial, enforceable against each of Buyer and Merger Sub Carolina Financial in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Buyer or Merger SubCarolina Financial, nor the consummation by Buyer or Merger Sub Carolina Financial and CresCom Bank of the transactions contemplated hereby, nor compliance by Buyer or Merger Sub Carolina Financial and CresCom Bank with any of the provisions hereof, will (i) assuming the Requisite Carolina Financial Stockholder Votes, conflict with or result in a breach of any provision of BuyerCarolina Financial’s Certificate of Incorporation or Merger Sub’s Bylaws or the Articles of Incorporation or BylawsBylaws of any Carolina Financial Subsidiary or any resolution adopted by the Board of Directors or the shareholders of any Carolina Financial 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 material Asset of any Buyer Carolina Financial Entity under, any material Contract or material Permit of any Buyer Entity, Carolina Financial Entity or, (iii) subject to receipt of the requisite Consents referred to in Section 8.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Buyer Carolina Financial Entity or any of their respective material AssetsAssets (including any Carolina Financial Entity becoming subject to or liable for the payment of any Tax on any of the Assets owned by any Carolina Financial Entity being reassessed or revalued by any Regulatory Authority). (c) Other than in connection or compliance with Except for (a) the provisions filing of the Securities Laws, applicable state corporate applications and securities Laws and other than Consents required from Regulatory Authoritiesnotices with, and approval of such applications and notices from, the Federal Reserve, the FDIC, the South Carolina Board of Financial Institutions and North Carolina Commissioner of Banks, (b) the filing of any other than notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consentsrequired applications, filings, or notifications whichnotices 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 Joint Proxy Statement/Prospectus will be included, and the declaration of effectiveness of the Registration Statement, (d) the filing of the Certificate of Merger and the Articles of Merger, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment 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 rules and regulations of the NASDAQ Stock Market, or that are required under consumer finance, mortgage banking and other similar laws, and (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effectany, no notice to, filing with, consents or Consent of, approvals of or filings or registrations with any Governmental Authority is are necessary for in connection with the consummation by Buyer or Merger Sub Carolina Financial 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 Carolina Financial of this Agreement.

Authority; No Breach By Agreement. (a) Each of Buyer and Merger Sub Bank Atlanta has the corporate power and authority necessary to execute execute, deliver and deliver this Agreement and, subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and the approval by Buyer’s shareholders of the Buyer Share Issuance with respect to the Merger, to perform its obligations under this Agreement and to consummate the transactions contemplated herebyhereby and thereby, subject to the approval of this Agreement by the holders of two-thirds of the outstanding shares of Bank Atlanta Common Stock. The execution, delivery, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger and the Buyer Share IssuanceMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Buyer and Merger SubBank Atlanta, subject to the approval of the Buyer Share Issuance this Agreement by the holders of a majority two-thirds of the total votes cast on the proposaloutstanding shares of Bank Atlanta Common Stock, which is the only Buyer shareholder vote required for approval of the Buyer Share Issuance (the “Requisite Buyer Shareholder Vote”) (recognizing that a shareholder vote regarding certain payments made in connection with this Agreement and consummation of the Merger may be required, but the outcome of any such vote would be non-binding). This Agreement has been approved by Buyer as the sole shareholder of Merger SubBank Atlanta. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by such Requisite Buyer Shareholder Voterequisite shareholder approval, this Agreement represents a legal, valid, valid and binding obligation of each of Buyer and Merger SubBank Atlanta, enforceable against each of Buyer and Merger Sub Bank Atlanta in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 5.2(b) of the Bank Atlanta Disclosure ---------- Memorandum, neither the execution and delivery of this Agreement by Buyer or Merger SubBank ---------- Atlanta, nor the consummation by Buyer or Merger Sub Bank Atlanta of the transactions contemplated hereby, nor compliance by Buyer or Merger Sub Bank Atlanta with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of Buyer’s or Merger Sub’s Bank Atlanta'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 Buyer Entity Bank Atlanta under, any Contract or Permit of Bank Atlanta, where such Default or Lien, or any Buyer Entityfailure to obtain such Consent, oris reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Bank Atlanta, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 8.1(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 Buyer Entity Bank Atlanta 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 Laws, and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse EffectEffect on Bank Atlanta, no notice to, filing with, or Consent of, of any Governmental Authority public body or authority is necessary for the consummation by Buyer or Merger Sub Bank Atlanta of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Each of Buyer CFFI and CFFI Merger Sub has the corporate power and authority necessary to execute execute, deliver and deliver this Agreement and, subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and the approval by Buyer’s shareholders of the Buyer Share Issuance with respect to the Merger, 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 and the Buyer Share IssuanceMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Buyer CFFI and CFFI Merger Sub, subject to the approval of the Buyer Share Issuance by the holders of a majority of the total votes cast on the proposal, which is the only Buyer shareholder vote required for approval of the Buyer Share Issuance (the “Requisite Buyer Shareholder Vote”) (recognizing that a shareholder vote regarding certain payments made in connection with the Merger may be required, but the outcome of any such vote would be non-binding). This Agreement has been approved duly and validly executed and delivered by Buyer as the sole shareholder of CFFI and CFFI Merger Sub. Subject to any necessary approvals referred to in Sections 8.1(b) Assuming due authorization, execution and 8.1(c) and delivery by such Requisite Buyer Shareholder VoteCVBK, this Agreement represents constitutes a legal, valid, valid and binding obligation of each of Buyer CFFI and CFFI Merger Sub, enforceable against each of Buyer CFFI and CFFI 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 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 Buyer CFFI or CFFI Merger Sub, nor the consummation by Buyer CFFI or CFFI Merger Sub of the transactions contemplated hereby, nor compliance by Buyer CFFI or CFFI Merger Sub with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of BuyerCFFI’s articles of incorporation or Merger Sub’s Articles bylaws or the certificate or articles of Incorporation incorporation or Bylawsbylaws of any CFFI Subsidiary or any resolution adopted by the Board of Directors or the shareholders of any CFFI 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 Buyer CFFI Entity under, any Contract or Permit of any Buyer Entity, CFFI Entity or, (iii) subject to receipt of the requisite Consents referred to in Section 8.1(b9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Buyer CFFI Entity or any of their respective material AssetsAssets (including any CFFI Entity or CVBK becoming subject to or liable for the payment of any Tax or any of the Assets owned by any CFFI Entity or CVBK 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 Laws, and rules of the NASDAQ Stock Market, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, 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, of any Governmental Authority public body or authority is necessary for the consummation by Buyer or CFFI and CFFI Merger Sub of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Each of Buyer and Merger Sub has the corporate power and authority necessary to execute execute, deliver and deliver enter into this Agreement and, subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and the approval by Buyer’s shareholders of the Buyer Share Issuance with respect to the MergerShareholder Approval, 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 and the Buyer Share IssuanceMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Buyer and Merger SubBuyer, subject to the approval of the Buyer Share Issuance by the holders of a majority of the total votes cast on the proposalShareholder Approval, which is the only Buyer shareholder vote required for approval of the Buyer Share Issuance (the “Requisite Buyer Shareholder Vote”) (recognizing that a shareholder vote regarding certain payments made in connection with this Agreement and consummation of the Merger may be required, but the outcome of any such vote would be non-binding). This Agreement has been approved by Buyer as the sole shareholder of Merger SubBuyer. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by such Requisite requisite Buyer Shareholder VoteApproval, this Agreement represents a legal, valid, and binding obligation of each of Buyer and Merger SubBuyer, enforceable against each of Buyer 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 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 Buyer or Merger SubBuyer, nor the consummation by Buyer or Merger Sub of the transactions contemplated hereby, nor compliance by Buyer or Merger Sub with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Buyer’s or Merger Sub’s Articles 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 Buyer Entity under, any Contract or Permit of any 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 8.1(b9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Buyer Entity or any of their respective material AssetsAssets (including any Buyer Entity or any Target Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Buyer Entity or any Target Entity being reassessed or revalued by any Regulatory Authority). (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, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, 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 Governmental Authority public body or authority is necessary for the consummation by Buyer or Merger Sub of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Each of Buyer and Merger Sub LifePoint has the corporate power and authority necessary to execute and execute, deliver this Agreement and, subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and the approval by Buyer’s shareholders of the Buyer Share Issuance other than with respect to the LifePoint Merger, perform this Agreement, and with respect to the LifePoint Merger, upon the adoption of this Agreement and the approval of the LifePoint Merger by LifePoint’s stockholders in accordance with this Agreement and the laws of the jurisdiction of LifePoint’s incorporation, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby, including the LifePoint Merger. The execution, delivery, delivery and performance of this Agreement and the consummation of the transactions contemplated hereinhereby, including the Merger and the Buyer Share IssuanceLifePoint Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Buyer and Merger SubLifePoint, subject to the approval adoption of the Buyer Share Issuance this Agreement by the holders of at least a majority of the total votes cast on the proposaloutstanding shares of LifePoint Common Stock as contemplated by Section 8.1, which is the only Buyer shareholder stockholder vote required for approval of this Agreement and consummation of the Buyer Share Issuance (the “Requisite Buyer Shareholder Vote”) (recognizing that a shareholder vote regarding certain payments made in connection with the LifePoint Merger may be required, but the outcome of any such vote would be non-binding)by LifePoint. This Agreement has been approved by Buyer as the sole shareholder of Merger Sub. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by such Requisite Buyer Shareholder Vote, this Agreement represents a legal, valid, and binding obligation of each of Buyer and Merger SubLifePoint, enforceable against each of Buyer and Merger Sub LifePoint 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 Buyer or Merger SubLifePoint, nor the consummation by Buyer or Merger Sub LifePoint of the transactions contemplated hereby, nor compliance by Buyer or Merger Sub LifePoint with any of the provisions hereofof this Agreement, will (i) conflict with or result in a breach of any provision of BuyerLifePoint’s or Merger Sub’s Articles 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 Buyer LifePoint Entity under, any Contract or Permit of any Buyer LifePoint Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a LifePoint Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 8.1(b)6.2(b) of the LifePoint Disclosure Memorandum, constitute or result in a material Default under, or require any Consent pursuant to, any Law or Order applicable to any Buyer LifePoint Entity or any of their respective material AssetsAssets (including any LifePoint Entity or any Province Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any LifePoint Entity or any Province Entity being reassessed or revalued by any Regulatory Authority). (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 Nasdaq, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plansEmployee 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 LifePoint Material Adverse Effect, no notice to, filing with, or Consent of, any Governmental Authority public body or authority is necessary for the consummation by Buyer or Merger Sub LifePoint of the LifePoint Merger and the other transactions contemplated in this Agreementhereby.

Authority; No Breach By Agreement. (a) Each of Buyer and Merger Sub Capital has the corporate power and authority necessary to execute execute, deliver, and deliver this Agreement and, subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and the approval by Buyer’s shareholders of the Buyer Share Issuance with respect to the Merger, to 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, as appropriate, and the consummation of the transactions contemplated hereinherein and therein, including the Merger and the Buyer Share IssuanceMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Buyer and Merger SubCapital, subject to the approval of this Agreement and the Buyer Share Issuance Plan of Merger by the holders of a majority of the total votes cast on the proposaloutstanding shares of Capital Common Stock, which is the only Buyer shareholder vote required for approval of this Agreement and the Buyer Share Issuance (the “Requisite Buyer Shareholder Vote”) (recognizing that a shareholder vote regarding certain payments made in connection with Plan of Merger and consummation of the Merger may be required, but the outcome of any such vote would be non-binding). This Agreement has been approved by Buyer as the sole shareholder of Merger SubCapital. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by such Requisite Buyer Shareholder Voterequisite 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 each of Buyer and Merger SubCapital, enforceable against each of Buyer and Merger Sub Capital 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 Capital Disclosure Memorandum, neither the execution and delivery of this Agreement or the Plan of Merger, as appropriate, by Buyer or Merger SubCapital, nor the consummation by Buyer or Merger Sub Capital of the transactions contemplated herebyhereby or thereby, nor compliance by Buyer or Merger Sub Capital with any of the provisions hereofhereof or thereof, will (i) conflict with or result in a breach of any provision of Buyer’s or Merger Sub’s Articles Capital's 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 material Asset of any Buyer Entity Capital Company under, any Contract or Permit of any Buyer EntityCapital Company, orother than Defaults that are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Capital, or (iii) subject to receipt of the requisite Consents referred to in Section 8.1(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 Buyer Entity Capital 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 Laws, and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS 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 EffectEffect on Capital, no notice to, filing with, or Consent of, any Governmental Authority public body or authority is necessary for the consummation by Buyer or Merger Sub Capital of the Merger and the other transactions contemplated in this AgreementAgreement and the Plan of Merger.

Authority; No Breach By Agreement. (a) Each of Buyer and Merger Sub Carolina Financial has the corporate power and authority necessary to execute execute, deliver, and deliver perform this Agreement andand with respect to the Merger, subject to upon the approval of the Merger, including any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and the approval by Buyer’s shareholders of the Buyer Share Issuance with respect to the Merger), 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 and the Buyer Share IssuanceMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Buyer and Merger Sub, subject to the approval of the Buyer Share Issuance by the holders of a majority of the total votes cast on the proposal, which is the only Buyer shareholder vote required for approval of the Buyer Share Issuance (the “Requisite Buyer Shareholder Vote”) (recognizing that a shareholder vote regarding certain payments made in connection with the Merger may be required, but the outcome of any such vote would be non-binding). This Agreement has been approved by Buyer as the sole shareholder of Merger SubCarolina Financial. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by such Requisite Buyer Shareholder Vote), this Agreement represents a legal, valid, and binding obligation of each of Buyer and Merger SubCarolina Financial, enforceable against each of Buyer and Merger Sub Carolina Financial in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Buyer or Merger SubCarolina Financial, nor the consummation by Buyer or Merger Sub Carolina Financial and CresCom Bank of the transactions contemplated hereby, nor compliance by Buyer or Merger Sub Carolina Financial and CresCom Bank with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of BuyerCarolina Financial’s Certificate of Incorporation or Merger Sub’s Bylaws or the Articles of Incorporation or BylawsBylaws of any Carolina Financial Subsidiary or any resolution adopted by the Board of Directors or the shareholders of any Carolina Financial 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 material Asset of any Buyer Carolina Financial Entity under, any material Contract or material Permit of any Buyer Entity, Carolina Financial Entity or, (iii) subject to receipt of the requisite Consents referred to in Section 8.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Buyer Carolina Financial Entity or any of their respective material AssetsAssets (including any Carolina Financial Entity becoming subject to or liable for the payment of any Tax on any of the Assets owned by any Carolina Financial Entity being reassessed or revalued by any Regulatory Authority). (c) Other than in connection or compliance with Except for (a) the provisions filing of the Securities Laws, applicable state corporate applications and securities Laws and other than Consents required from Regulatory Authoritiesnotices with, and approval of such applications and notices from, the Federal Reserve, the FDIC, the South Carolina Board of Financial Institutions and North Carolina Commissioner of Banks, (b) the filing of any other than notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consentsrequired applications, filings, or notifications whichnotices 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 the declaration of effectiveness of the Registration Statement, (d) the filing of the Certificate of Merger and the Articles of Merger, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment 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 rules and regulations of the NASDAQ Stock Market, or that are required under consumer finance, mortgage banking and other similar laws, and (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effectany, no notice to, filing with, consents or Consent of, approvals of or filings or registrations with any Governmental Authority is are necessary for in connection with the consummation by Buyer or Merger Sub Carolina Financial 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 Carolina Financial of this Agreement.

Authority; No Breach By Agreement. (a) Each of Buyer and Merger Sub Republic has the corporate power and authority necessary to execute execute, deliver, and deliver this Agreement and, subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and the approval by Buyer’s shareholders of the Buyer Share Issuance with respect to the Merger, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement Agreement, and the consummation of the transactions contemplated herein, including the Merger and the Buyer Share IssuanceRepublic Dissolution, have been duly and validly authorized by all necessary corporate action (including valid authorization and adoption of this Agreement, the Merger, and the Republic Dissolution by Republic's duly constituted Board of Directors) in respect thereof on the part of each of Buyer and Merger SubRepublic, subject to the approval of this Agreement, the Buyer Share Issuance Merger, and the Republic Dissolution by the holders of a majority the outstanding shares of the total votes cast on the proposalRepublic Common Stock, which is the only Buyer shareholder vote required for approval of the Buyer Share Issuance (the “Requisite Buyer Shareholder Vote”) (recognizing that a shareholder vote regarding certain payments made in connection with this Agreement and consummation of the Merger may be required, but and the outcome of any such vote would be non-binding). This Agreement has been approved Republic Dissolution by Buyer as the sole shareholder of Merger SubRepublic. Subject to any necessary approvals referred to in Sections 8.1(b) such requisite shareholder approval and 8.1(c) assuming due authorization, execution and delivery of this Agreement by such Requisite Buyer Shareholder VoteUPBNA, this Agreement (which, for purposes of this sentence, shall not include the Fee Termination Agreement) represents a legal, valid, and binding obligation of each of Buyer and Merger SubRepublic, enforceable against each of Buyer and Merger Sub Republic 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). Republic Bank has the corporate power and authority necessary to execute, deliver, and perform its obligations under the Bank Plan of Merger and to consummate the transactions contemplated thereby. The execution, delivery, and performance of the Bank Plan of Merger and the consummation of the transactions contemplated therein, including the Bank Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Republic Bank, subject to the approval of the Bank Plan of Merger by the holders of two-thirds of the outstanding Republic Bank Common Stock, which is the only shareholder vote required for approval of the Bank Plan of Merger and consummation of the Bank Merger by Republic Bank. (b) Neither the execution and delivery of this Agreement (which, for purposes of clause (iii) of this sentence, shall not include the Fee Termination Agreement) by Buyer or Merger SubRepublic, nor the consummation by Buyer or Merger Sub Republic of the transactions contemplated hereby, nor compliance by Buyer or Merger Sub Republic with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Buyer’s the Articles or Merger Sub’s Articles the By-laws of Incorporation or BylawsRepublic, or (ii) except as disclosed in Section 5.2 of the Republic Disclosure Memorandum, 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 on any material Asset of Republic or any Buyer Entity Republic Subsidiary under, any Contract or Permit of any Buyer Entity, or, (iii) subject to receipt of the requisite Consents referred to in Section 8.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Buyer Entity Republic or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities LawsRepublic Subsidiary, applicable state corporate except for such Defaults, Liens and securities Laws and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, 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 withEffect on Republic, or Consent of(iii) subject to receipt of the requisite Consents referred to in Section 9.1(b) of this Agreement, violate any Governmental Authority is necessary for Law or Order applicable to Republic, its Subsidiaries or any of their respective material Assets. Neither the execution and delivery of the Bank Plan of Merger by Republic Bank, nor the consummation by Buyer or Merger Sub Republic Bank of the Merger and the other transactions contemplated hereby, nor compliance by Republic Bank with any of the provisions thereof, will (i) conflict with or result in this Agreement.a breach of any provision of Republic Bank's Articles of Association or Bylaws, or (ii) except as disclosed in Section 5.2 of the Republic Disclosure Memorandum, 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 on any material Asset of Republic Bank under, any Contract or Permit of Republic Bank, except for such Defaults, Liens and Consents, which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Republic Bank, or,

Authority; No Breach By Agreement. (a) Each of Buyer and Merger Sub Carolina Financial has the corporate power and authority necessary to execute execute, deliver, and deliver perform this Agreement andand with respect to the Merger, subject to upon the approval of the Merger, including any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and the approval by Buyer’s shareholders of the Buyer Share Issuance with respect to the Merger), 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 and the Buyer Share IssuanceMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Buyer and Merger Sub, subject to the approval of the Buyer Share Issuance by the holders of a majority of the total votes cast on the proposal, which is the only Buyer shareholder vote required for approval of the Buyer Share Issuance (the “Requisite Buyer Shareholder Vote”) (recognizing that a shareholder vote regarding certain payments made in connection with the Merger may be required, but the outcome of any such vote would be non-binding). This Agreement has been approved by Buyer as the sole shareholder of Merger SubCarolina Financial. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by such Requisite Buyer Shareholder Vote), this Agreement represents a legal, valid, and binding obligation of each of Buyer and Merger SubCarolina Financial, enforceable against each of Buyer and Merger Sub Carolina Financial in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 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 Buyer or Merger SubCarolina Financial, nor the consummation by Buyer or Merger Sub Carolina Financial and CresCom Bank of the transactions contemplated hereby, nor compliance by Buyer or Merger Sub Carolina Financial and CresCom Bank with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of BuyerCarolina Financial’s Certificate of Incorporation or Merger Sub’s Bylaws or the Articles of Incorporation or BylawsBylaws of any Carolina Financial Subsidiary or any resolution adopted by the Board of Directors or the shareholders of any Carolina Financial 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 material Asset of any Buyer Carolina Financial Entity under, any material Contract or material Permit of any Buyer Entity, Carolina Financial Entity or, (iii) subject to receipt of the requisite Consents referred to in Section 8.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Buyer Carolina Financial Entity or any of their respective material AssetsAssets (including any Carolina Financial Entity becoming subject to or liable for the payment of any Tax on any of the Assets owned by any Carolina Financial Entity being reassessed or revalued by any Regulatory Authority). (c) Other than in connection or compliance with Except for (a) the provisions filing of the Securities Laws, applicable state corporate applications and securities Laws and other than Consents required from Regulatory Authoritiesnotices with, and approval of such applications and notices from, the Federal Reserve, the FDIC, the South Carolina Board of Financial Institutions and North Carolina Commissioner of Banks, (b) the filing of any other than notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consentsrequired applications, filings, or notifications whichnotices 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 the declaration of effectiveness of the Registration Statement, (d) the filing of the Certificate of Merger and the Articles of Merger, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment 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 rules and regulations of the NASDAQ Stock Market, or that are required under consumer finance, mortgage banking and other similar laws, and (f) notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effectany, no notice to, filing with, consents or Consent of, approvals of or filings or registrations with any Governmental Authority is are necessary for in connection with the consummation by Buyer or Merger Sub Carolina Financial 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 Carolina Financial of this Agreement.

Authority; No Breach By Agreement. (a) Each of Buyer and Merger Sub Carolina First has the corporate power and authority necessary to execute execute, deliver and deliver this Agreement and, subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and the approval by Buyer’s shareholders of the Buyer Share Issuance with respect to the Merger, 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 and the Buyer Share IssuanceMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Buyer and Merger Sub, subject to the approval of the Buyer Share Issuance by the holders of a majority of the total votes cast on the proposal, which is the only Buyer shareholder vote required for approval of the Buyer Share Issuance (the “Requisite Buyer Shareholder Vote”) (recognizing that a shareholder vote regarding certain payments made in connection with the Merger may be required, but the outcome of any such vote would be non-binding)Carolina First. This Agreement has been approved by Buyer as the sole shareholder of Merger Sub. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by such Requisite Buyer Shareholder Vote, this Agreement represents repre sents a legal, valid, and binding obligation of each Carolina First, subject to the Consent of Buyer and Merger Suball necessary Regulatory Authorities, enforceable against each of Buyer and Merger Sub Carolina First 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 or any other equitable 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 Buyer or Merger SubCarolina First, nor the consummation by Buyer or Merger Sub Carolina First of the transactions contemplated hereby, nor compliance by Buyer or Merger Sub Carolina First with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Buyer’s or Merger Sub’s a Carolina First Entity's Articles of Incorporation or Bylaws, or any currently effective resolution adopted by the board of directors or the shareholders of any Carolina First Entity, or (ii) except as disclosed in Section 6.2 of the Carolina First 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 Buyer Carolina First Entity under, any Contract or Permit of any Buyer Carolina First Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Carolina First Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 8.1(b9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Buyer Carolina First Entity or any of their respective material AssetsAssets (including any Carolina First Entity or any CB&T Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Carolina First Entity or any CB&T Entity being reassessed or revalued by any Taxing authority). (c) Other than in connection or compliance with the provisions of the Securities Laws and applicable state corporate, banking and securities Laws, applicable state corporate and securities Laws and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS 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 Carolina First Material Adverse Effect, no notice to, filing with, or Consent of, any Governmental Authority public body or authority is necessary for the consummation by Buyer or Merger Sub Carolina First of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Each of Buyer and Merger Sub has the corporate power and authority necessary to execute and execute, deliver this Agreement and, subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and the approval by Buyer’s shareholders of the Buyer Share Issuance other than with respect to the Merger, perform this Agreement, and with respect to the Merger, upon the adoption and approval of this Agreement and the Merger by Buyer's stockholders in accordance with this Agreement and Delaware law, 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 and the Buyer Share IssuanceMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Buyer and Merger SubBuyer, subject to the approval of the issuance of the shares of Buyer Share Issuance Common Stock pursuant to the Merger by the holders of a majority of the total votes cast on at the proposal, Buyer Stockholders' Meeting (assuming for such purpose that the votes cast in respect of such proposal represent a majority of the outstanding shares of Buyer Common Stock as contemplated by Section 8.2 which is the only Buyer shareholder stockholder vote required for approval of the Buyer Share Issuance (the “Requisite Buyer Shareholder Vote”) (recognizing that a shareholder vote regarding certain payments made in connection with this Agreement and consummation of the Merger may be required, but the outcome of any such vote would be non-binding). This Agreement has been approved by Buyer as the sole shareholder of Merger SubBuyer. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by such Requisite Buyer Shareholder Voterequisite stockholder approval, this Agreement represents a legal, valid, and binding obligation of each of Buyer and Merger SubBuyer, enforceable against each of Buyer and Merger Sub in accordance with its terms terms; except as (except in all cases as i) such enforceability enforcement may be limited by applicable subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar Laws affecting other laws, now or hereafter in effect, relating to or limiting creditors' rights generally, and (ii) the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive and injunction and other forms of equitable relief is may be subject to equitable defense, and to the discretion of the court before which any proceeding therefor may be brought). (b) Neither the execution and delivery of this Agreement by Buyer or Merger SubBuyer, nor the consummation by Buyer or Merger Sub of the transactions contemplated hereby, nor compliance by Buyer or Merger Sub with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Buyer’s or Merger Sub’s Articles the Buyer Certificate of Incorporation or Buyer Bylaws, or (ii) except as disclosed in Section 6.2 of the Buyer 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 material Asset of any Buyer Entity under, any material Contract or Permit of any Buyer Entity, where such Default or Lien, or any failure to obtain such Consent, would reasonably be expected 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 8.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Buyer Entity or any of their respective material AssetsAssets (including any Buyer Entity or any Target Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Buyer Entity or any Target Entity being reassessed or revalued by any Regulatory Authority). (c) Other than Except in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws Laws, and the rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in under the aggregate, a Buyer Material Adverse EffectHSR Act, no notice to, filing with, or Consent of, any Governmental Authority public body or authority or other Person is necessary for the consummation by Buyer or Merger Sub of the Merger and the other transactions contemplated in this Agreement; other than any such notices, filings or consents that, individually or in the aggregate, would not reasonably be expected to have a Buyer Material Adverse Effect.

Authority; No Breach By Agreement. (a) Each of Buyer and Merger Sub Carolina First has the corporate power and authority necessary to execute execute, deliver, and deliver perform its obligations under this Agreement and, subject to any the necessary approvals referred to in Sections 8.1(b) stockholder and 8.1(c) and the approval by Buyer’s shareholders of the Buyer Share Issuance with respect to the Mergerregulatory approvals, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement Agreement, and the consummation of the transactions contemplated herein, including the Merger and the Buyer Share IssuanceMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of each of Buyer and Merger SubCarolina First, subject to the approval of the Buyer Share Issuance this Agreement by the holders of a majority of the total votes cast on the proposaloutstanding shares of Carolina First Common Stock, which is the only Buyer shareholder stockholder vote required for approval of the Buyer Share Issuance (the “Requisite Buyer Shareholder Vote”) (recognizing that a shareholder vote regarding certain payments made in connection with this Agreement and consummation of the Merger may be required, but the outcome of any such vote would be non-binding). This Agreement has been approved by Buyer as the sole shareholder of Merger SubCarolina First. Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and by such Requisite Buyer Shareholder Voterequisite stockholder approval, this Agreement represents a legal, valid, and binding obligation of each of Buyer and Merger SubCarolina First, enforceable against each of Buyer and Merger Sub Carolina First 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 Buyer or Merger SubCarolina First, nor the consummation by Buyer or Merger Sub Carolina First of the transactions contemplated hereby, nor compliance by Buyer or Merger Sub Carolina First with any of the provisions hereofhereof or thereof, will (i) conflict with or result in a breach of any provision of Buyer’s or Merger Sub’s Carolina First's Articles of Incorporation or BylawsBylaws or certificate of articles of incorporation or bylaws of any Carolina First Subsidiary or any currently effective resolution adopted by the Board of Directors or the stockholder(s) of any Carolina First 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 Buyer Entity Carolina First Company under, any Contract or Permit of any Buyer EntityCarolina First 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 Carolina First, or (iii) subject to receipt of the requisite Consents referred to in Section 8.1(b9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Buyer Entity Carolina First 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 Laws, and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS 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 EffectEffect on Carolina First, no notice to, filing with, or Consent of, any Governmental Authority public body or authority is necessary for the consummation by Buyer or Merger Sub Carolina First of the Merger and the other transactions contemplated in this Agreement.