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

Authority; No Breach By Agreement. Section 5.3(a) of the Agreement is hereby deleted in its entirety and replaced with the following: “First Bank has and Merger Sub, as of the date it executes and delivers the Joinder Agreement, will have the corporate power and authority necessary to execute, deliver, in the case of First Bank, this Agreement and, in the case of Merger Sub, the Joinder Agreement and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement (in the case of Merger Sub, by executing and delivering the Joinder Agreement) and the consummation of the transactions contemplated herein, including the Merger and the Bank Merger, have been (in the case of First Bank) or will have been upon the execution and delivery of the Joinder Agreement (in the case of Merger Sub), duly and validly authorized by all necessary corporate action in respect thereof on the part of First Bank and Merger Sub (including approval by all of the members of the board of directors of First Bank and directing the submission of this Agreement to a vote at a meeting of shareholders of First Bank), subject to the approval of this Agreement by the affirmative vote of the holders of at least two-thirds of the outstanding shares of First Bank Common Stock entitled to vote on the Bank Merger Agreement and the Bank Merger (the “First Bank Shareholder Approval”) as contemplated by Section 7.1. Subject to the requisite First Bank Shareholder Approval and, assuming the due authorization, execution and delivery by Delanco, this Agreement represents a legal, valid, and binding obligation of First Bank and, upon the execution and delivery of the Joinder Agreement by Merger Sub, will constitute a legal and binding obligation of Merger Sub, enforceable against First Bank 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).”

Authority; No Breach By Agreement. Section 5.3(a(a) of the Agreement is hereby deleted in its entirety and replaced with the following: “First Bank The Company has and Merger Sub, as of the date it executes and delivers the Joinder Agreement, will have the corporate power and authority necessary to execute, deliverdeliver and, in other than with respect to the case of First BankMerger, perform this Agreement and, and each other certificate or agreement entered into in connection with the case of Merger Sub(collectively, the Joinder “Transaction Documents”), and the other transactions contemplated hereby, and with respect to the Merger, upon the approval and adoption of this Agreement and the approval of the Merger by the Company’s stockholders in accordance with this Agreement and the DGCL, to perform its obligations under this Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement (in and the case of Merger Sub, by executing and delivering the Joinder Agreement) other Transaction Documents and the consummation of the transactions contemplated hereinhereby and thereby, including the Merger and the Bank Merger, have been (in the case of First Bank) or will have been upon the execution and delivery of the Joinder Agreement (in the case of Merger Sub), duly and validly authorized by all necessary corporate action in respect thereof on the part of First Bank and Merger Sub (including approval by all of the members of the board of directors of First Bank and directing the submission of this Agreement to a vote at a meeting of shareholders of First Bank)Company, subject to the approval and adoption of this Agreement by the affirmative vote of the holders of at least two-thirds a majority of the outstanding shares of First Bank Company Common Stock entitled to vote on the Bank Merger Agreement and the Bank Merger (the “First Bank Shareholder Approval”) as contemplated by Section 7.18.1, which is the only stockholder vote required for the approval and adoption of this Agreement and consummation of the Merger by the Company. Subject to the requisite First Bank Shareholder Approval and, assuming the due authorization, execution and delivery by DelancoCompany Stockholder Approval, this Agreement represents and the other Transaction Documents represent a legal, valid, valid and binding obligation of First Bank and, upon the execution and delivery of the Joinder Agreement by Merger Sub, will constitute a legal and binding obligation of Merger SubCompany, enforceable against First Bank and Merger Sub the Company 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 the Company, nor the consummation by the Company of the transactions contemplated hereby and thereby, nor compliance by the Company with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the Company’s certificate of incorporation or bylaws or the certificate or articles of incorporation or bylaws (or other organizational documents) of any Company Subsidiary or any resolution adopted by the board of directors or the stockholders of any Company Entity, or (ii) except as disclosed in Section 5.2(b) of the Company Disclosure Schedules, 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 Company Entity (with or without notice or lapse of time, or both) under, any Contract or Permit of any Company Entity, except where such Default or Lien, or any failure to obtain such Consent, would not reasonably be expected to have, individually or in the aggregate, a Company 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 Company 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, and other than Consents required under the HSR Act and any other applicable foreign pre-merger notification or competition laws, rules or regulations set forth in Section 5.2(c) of the Company Disclosure Schedules, and other than Consents, filings or notifications which, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no notice to, filing with, or Consent of, any governmental body or authority is necessary for the consummation by the Company of the Merger and the other transactions contemplated in this Agreement and the other Transaction Documents.

Authority; No Breach By Agreement. Section 5.3(a(a) Each of the Agreement is hereby deleted in its entirety and replaced with the following: “First Bank has Buyer and Merger SubSub has the corporate or limited liability company, as of the date it executes and delivers the Joinder Agreementapplicable, will have the corporate power and authority necessary to execute, deliver, in and, other than with respect to consummation of the case of First BankMerger, perform this Agreement andand all other agreements, documents and instruments to be executed by it in connection herewith and with respect to the case consummation of Merger Subthe Merger, the Joinder Agreement and to perform its respective obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement (in the case of Merger Sub, by executing and delivering the Joinder Agreement) and the consummation of the transactions contemplated herein, including the Merger and the Bank Merger, have been (in the case of First Bank) or will have been upon the execution and delivery of the Joinder Agreement (in the case of Merger Sub), duly and validly authorized by all necessary corporate or limited liability company action in respect thereof on the part of First Bank Buyer and Merger Sub (including approval by all of the members of the board of directors of First Bank and directing the submission of this Agreement to a vote at a meeting of shareholders of First Bank)Sub, subject to the approval of this Agreement by the affirmative vote of the holders of at least two-thirds of the outstanding shares of First Bank Common Stock entitled to vote on the Bank Merger Agreement and the Bank Merger (the “First Bank Shareholder Approval”) as contemplated by Section 7.1applicable. Subject to the requisite First Bank Shareholder Approval and, assuming the due authorization, execution and delivery by Delanco, this This Agreement represents a legal, valid, and binding obligation of First Bank and, upon the execution Buyer and delivery of the Joinder Agreement by Merger Sub, will constitute a legal and binding obligation of Merger Sub, enforceable against First Bank Buyer and Merger Sub in accordance with its terms terms, except: (except in all cases i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws moratorium and other laws of general application affecting the enforcement of creditors’ rights generally and except that generally; (ii) as limited by laws relating to the availability of the equitable remedy of specific performance or performance, injunctive relief is subject or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable Law. The representations and warranties set forth in this Section 5.1(a) shall be made with respect to the discretion Original Merger Agreement as of the court before which Original Execution Date and with respect to this Amended and Restated Agreement as of the Execution Date. (b) Neither the execution and delivery of this Agreement by Buyer and Merger Sub, nor the consummation by Buyer and Merger Sub of the transactions contemplated hereby, nor compliance by Buyer and Merger Sub with any proceeding may be brought).”of the provisions hereof will: (i) conflict with or result in a breach of any provision of Buyer’s or Merger Sub’s certificate of incorporation or bylaws or the certificate or articles of incorporation or bylaws or other governing documents of any Buyer Subsidiary; (ii) except as disclosed in

Authority; No Breach By Agreement. Section 5.3(a(a) of the Agreement is hereby deleted in its entirety and replaced with the following: “First Bank Acsys has and Merger Sub, as of the date it executes and delivers the Joinder Agreement, will have the corporate power and authority necessary to execute, deliver, in the case of First Bank, this Agreement and, in the case of Merger Sub, the Joinder Agreement deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement (in the case of Merger Sub, by executing and delivering the Joinder Agreement) and the consummation of the transactions contemplated herein, including the Merger and the Bank Merger, have been (in the case of First Bank) or will have been upon the execution and delivery of the Joinder Agreement (in the case of Merger Sub), duly and validly authorized by all necessary corporate action in respect thereof on the part of First Bank and Merger Sub (including approval by all of the members of the board of directors of First Bank and directing the submission of this Agreement to a vote at a meeting of shareholders of First Bank)Acsys, subject to the approval of this Agreement by the affirmative vote issuance of the holders shares of at least two-thirds Acsys Common Stock pursuant to the Merger by a majority of the outstanding shares votes cast at the Shareholders' Meeting, to the extent such approval is required under the rules and regulations of First Bank Common the Nasdaq Stock entitled to vote on the Bank Merger Agreement and the Bank Merger (the “First Bank Shareholder Approval”) as contemplated by Section 7.1Market. Subject to the such requisite First Bank Shareholder Approval and, assuming the due authorization, execution and delivery by Delancoshareholder approval, this Agreement represents a legal, valid, and binding obligation of First Bank and, upon the execution and delivery of the Joinder Agreement by Merger Sub, will constitute a legal and binding obligation of Merger SubAcsys, enforceable against First Bank and Merger Sub Acsys 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 Acsys, nor the consummation by Acsys of the transactions contemplated hereby, nor compliance by Acsys with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Acsys's Articles of Incorporation or Bylaws, or (ii) except as disclosed in Section 5.2 of the Acsys 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 Acsys Entity under, any Contract or Permit of any Acsys Entity other than those which are not reasonably likely to have, individually or in the aggregate, an Acsys Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 8.1(a), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Acsys Entity 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 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 Acsys of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. Section 5.3(a(a) Each of the Agreement is hereby deleted in its entirety and replaced with the following: “First Bank has Buyer and Merger SubSub has the corporate or limited liability company, as of the date it executes and delivers the Joinder Agreementapplicable, will have the corporate power and authority necessary to execute, deliver, in and, other than with respect to consummation of the case of First BankMerger, perform this Agreement andand all other agreements, documents and instruments to be executed by it in connection herewith and with respect to the case consummation of Merger Subthe Merger, the Joinder Agreement and to perform its respective obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement (in the case of Merger Sub, by executing and delivering the Joinder Agreement) and the consummation of the transactions contemplated herein, including the Merger and the Bank Merger, have been (in the case of First Bank) or will have been upon the execution and delivery of the Joinder Agreement (in the case of Merger Sub), duly and validly authorized by all necessary corporate or limited liability company action in respect thereof on the part of First Bank Buyer and Merger Sub (including approval by all of the members of the board of directors of First Bank and directing the submission of this Agreement to a vote at a meeting of shareholders of First Bank)Sub, subject to the approval of this Agreement by the affirmative vote of the holders of at least two-thirds of the outstanding shares of First Bank Common Stock entitled to vote on the Bank Merger Agreement and the Bank Merger (the “First Bank Shareholder Approval”) as contemplated by Section 7.1applicable. Subject to the requisite First Bank Shareholder Approval and, assuming the due authorization, execution and delivery by Delanco, this This Agreement represents a legal, valid, and binding obligation of First Bank and, upon the execution Buyer and delivery of the Joinder Agreement by Merger Sub, will constitute a legal and binding obligation of Merger Sub, enforceable against First Bank Buyer and Merger Sub in accordance with its terms terms, except: (except in all cases i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws moratorium and other laws of general application affecting the enforcement of creditors’ rights generally and except that generally; (ii) as limited by laws relating to the availability of the equitable remedy of specific performance or performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable Law. (b) Neither the execution and delivery of this Agreement by Buyer and Merger Sub, nor the consummation by Buyer and Merger Sub of the transactions contemplated hereby, nor compliance by Buyer and 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 certificate of incorporation or bylaws or the certificate or articles of incorporation or bylaws or other governing documents of any Buyer Subsidiary; (ii) except as disclosed in Section 5.2 of the Buyer’s 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 Entity under, any material Contract to which a Buyer Entity is a party or by which a Buyer Entity or any their properties are bound, or Permit of any Buyer Entity; or (iii) subject to the discretion receipt of the court before which requisite Consents referred to in Section 8.3(g), constitute or result in a Default under, or require any proceeding Consent pursuant to, any Law, Order, Permit or Contract applicable to any Buyer Entity or any of their respective material Assets, except, in the case of clauses (ii) and (iii) above, where such Default or Lien, or the 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 Laws, and the rules of Nasdaq, and other than Consents required from Regulatory Authorities, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Buyer and Merger Sub of the Merger and the other transactions contemplated in this Agreement. (d) The Board of Directors of Buyer and the Board of Managers of Merger Sub has, at meetings duly called and held, by unanimous vote of their respective disinterested directors or managers entitled to vote, as the case may be: (i) approved and declared advisable this Agreement; (ii) determined that the Merger and other transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Buyer and its stockholders; (iii) in the case of the Board of Directors of the Buyer, resolved to recommend to the Buyer stockholders (A) the Nasdaq Stockholder Approval, (B) the Buyer Stockholder Approval and the other transactions contemplated hereby, (C) the approval and adoption of this Agreement, and (D) the issuance (or conversion) of the Series E Preferred Stock as contemplated herein; and (iv) resolved that any applicable “takeover” statute, regulation or law be brought)rendered inapplicable to the transactions contemplated hereby, including, without limitation, the Merger.”

Authority; No Breach By Agreement. Section 5.3(a(a) of the Agreement is hereby deleted in its entirety and replaced with the following: “First Bank Crescent has and Merger Sub, as of the date it executes and delivers the Joinder Agreement, will have the corporate power and authority necessary to execute, deliver, in the case of First Bank, this Agreement and, in the case of Merger Sub, the Joinder Agreement deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement (in the case of Merger Sub, by executing and delivering the Joinder Agreement) and the consummation of the transactions contemplated hereinhereby, including the First Step Merger, the Second Step Merger, the Bank Merger and the Bank issuance of Crescent Common Stock pursuant to the First Step Merger, have been (in the case of First Bank) or will have been upon the execution and delivery of the Joinder Agreement (in the case of Merger Sub), duly and validly authorized by all necessary corporate action action, including approval of this Agreement and the First Step Plan of Merger, the Second Step Plan of Merger and the Bank Plan of Merger by Crescent’s duly constituted Board of Directors, in respect thereof on the part of First Bank and Merger Sub (including approval by all of the members of the board of directors of First Bank and directing the submission of this Agreement to a vote at a meeting of shareholders of First Bank), subject to the approval of this Agreement by the affirmative vote of the holders of at least two-thirds of the outstanding shares of First Bank Common Stock entitled to vote on the Bank Merger Agreement and the Bank Merger (the “First Bank Shareholder Approval”) as contemplated by Section 7.1Crescent. Subject to the requisite First Bank Shareholder Approval and, assuming the Assuming due authorization, execution and delivery of this Agreement by DelancoFuturus and the receipt of all necessary approvals from the applicable Regulatory Authorities, this Agreement represents a legal, valid, and binding obligation of First Crescent, enforceable against Crescent in accordance with its terms. Crescent Bank andhas the power and authority necessary to execute, upon deliver, and perform its obligations under the Bank Plan of Merger and to consummate the transactions contemplated thereby. The execution, delivery, and performance of this Agreement, the Second Step Plan of Merger and the Bank Plan of Merger and the consummation of the transactions contemplated therein, have been duly and validly authorized by all necessary action in respect thereof on the part of Crescent Bank, and by Crescent, individually and as the sole shareholder of Crescent Bank. (b) Neither the execution and delivery of this Agreement, the Joinder Agreement First Step Plan of Merger, the Second Step Plan of Merger or the Bank Plan of Merger by Merger Subany Crescent Entity, nor the consummation by any Crescent Entity of the transactions contemplated hereby or thereby, nor compliance by any Crescent Entity with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of the articles of incorporation or the bylaws of Crescent or the certificate or articles of incorporation or articles of association or bylaws of any Crescent Subsidiary or any resolution adopted by the Board of Directors or the shareholders of Crescent or any Crescent Subsidiary, or (ii) except as disclosed in Section 6.2 of the Crescent Disclosure Memorandum, constitute or result in a legal Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Crescent Entity, any Contract or Permit of any Crescent Entity, except for such Defaults, Liens and binding obligation Consents, which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Crescent 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 any Consent pursuant to, any Law or Order applicable to any Crescent 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 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 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 Crescent Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by any Crescent Entity of the First Step Merger, the Second Step Merger or the Bank Merger and the consummation of the other transactions contemplated hereby and by the First Step Plan of Merger, the Second Step Plan of Merger Sub, enforceable against First and the Bank 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 Plan 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)Merger.”

Authority; No Breach By Agreement. Section 5.3(a(a) Each of the Agreement is hereby deleted in its entirety and replaced with the following: “First Bank HeadXxxxxx.XXX xxx Merger Sub has and Merger Sub, as of the date it executes and delivers the Joinder Agreement, will have the corporate power and authority necessary to execute, deliver, in the case of First Bank, this Agreement and, in the case of Merger Sub, the Joinder Agreement deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement (in the case of Merger Sub, by executing and delivering the Joinder Agreement) and the consummation of the transactions contemplated herein, including the Merger and the Bank Merger, have been (in the case of First Bank) or will have been upon the execution and delivery of the Joinder Agreement (in the case of Merger Sub), duly and validly authorized by all necessary corporate action in respect thereof on the part of First Bank and each of HeadXxxxxx.XXX xxx Merger Sub (including approval by all Sub, subject, in the case of the members of the board of directors of First Bank and directing the submission of this Agreement performance only, to a vote at a meeting of shareholders of First Bank), subject to the any required approval of this Agreement by the affirmative vote holders of HeadXxxxxx.XXX xxxmon stock. The Board of Directors of HeadXxxxxx.XXX xxx taken all action necessary to render the limitations on business combinations contained in Sections 14-2-1111 and 14-2-1132 of the holders of at least two-thirds of the outstanding shares of First Bank Common Stock entitled to vote on the Bank Merger Agreement and the Bank Merger GBCC (the “First Bank Shareholder Approval”or any similar provision) as contemplated by Section 7.1. Subject inapplicable to the requisite First Bank Shareholder Approval and, assuming the due authorization, execution and delivery by Delanco, this Merger. This Agreement represents a legal, valid, valid and binding obligation of First Bank and, upon the execution and delivery each of the Joinder Agreement by Merger Sub, will constitute a legal and binding obligation of HeadXxxxxx.XXX xxx Merger Sub, enforceable against First Bank and Merger Sub each of them in accordance with its terms (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 HeadXxxxxx.XXX xx Merger Sub, nor the consummation by HeadXxxxxx.XXX xx Merger Sub of the transactions contemplated hereby, nor compliance by HeadXxxxxx.XXX xx Merger Sub with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the Articles of Incorporation of HeadXxxxxx.XXX, xxe Certificate of Incorporation of Merger Sub or the Bylaws of HeadXxxxxx.XXX xx Merger Sub, 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 HeadXxxxxx.XXX xxxer, any Contract or Permit of HeadXxxxxx.XXX, xxere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a HeadXxxxxx.XXX Xxxerial Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 11.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to HeadXxxxxx.”XXX xx any of its material Assets, or to Merger Sub. (c) Other than in connection or compliance with applicable Laws, and rules of the 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 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 HeadXxxxxx.XXX Xxxerial Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by HeadXxxxxx.XXX xx Merger Sub of the Merger and the other transactions contemplated in this Agreement. 10 11

Authority; No Breach By Agreement. Section 5.3(a(a) of the Agreement is hereby deleted in its entirety WiderThan and replaced with the following: “First Bank has and Merger Sub, as of the date it executes and delivers the Joinder Agreement, will Newco have the corporate power and authority necessary to execute, deliver, in the case of First Bank, this Agreement and, in the case of Merger Sub, the Joinder Agreement deliver and perform its their respective obligations under this Agreement and to consummate the transactions contemplated herebyAcquisition Transactions in accordance with the terms of this Agreement. The execution, delivery and performance of this Agreement (in the case of Merger Sub, by executing and delivering the Joinder Agreement) and the consummation of the transactions contemplated herein, including the Merger and the Bank MergerAcquisition Transactions, have been (in the case of First Bank) or will have been upon the execution and delivery of the Joinder Agreement (in the case of Merger Sub), duly and validly authorized by all necessary corporate action in respect thereof on the part of First Bank WiderThan and Merger Sub (including approval by all of the members of the board of directors of First Bank and directing the submission of this Agreement to a vote at a meeting of shareholders of First Bank), subject to the approval of this Agreement by the affirmative vote of the holders of at least two-thirds of the outstanding shares of First Bank Common Stock entitled to vote on the Bank Merger Agreement and the Bank Merger (the “First Bank Shareholder Approval”) as contemplated by Section 7.1Newco. Subject to the requisite First Bank Shareholder Approval and, assuming the due authorization, execution and delivery by Delanco, this This Agreement represents a legal, valid, and binding obligation of First Bank and, upon the execution each of WiderThan and delivery of the Joinder Agreement by Merger Sub, will constitute a legal and binding obligation of Merger SubNewco, enforceable against First Bank and Merger Sub them 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). WiderThan, as the sole stockholder of Newco, has voted prior to the Effective Time the shares of Newco Common Stock in favor of adoption and approval of this Agreement, as and to the extent required by applicable Law.” (b) Except as set forth in Section 7.2(b) of the WiderThan Disclosure Memorandum, neither the execution and delivery of this Agreement by WiderThan, nor the consummation by WiderThan of the transactions contemplated hereby, nor compliance by WiderThan with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of either WiderThan's Certificate of Incorporation or Bylaws (or other governing instruments), 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 WiderThan Entity under, any Contract or Permit of any WiderThan Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a WiderThan Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 11.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any WiderThan Entity or any of their respective material Assets (including any WiderThan Entity or any Ztango Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any WiderThan Entity or any Ztango Entity being reassessed or revalued by any Regulatory Authority). (c) Except as set forth in Section 7.2(c) of the WiderThan Disclosure Memorandum, 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, 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 WiderThan Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by WiderThan of the Acquisition Transactions and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. Section 5.3(a(a) of the Agreement is hereby deleted in its entirety and replaced with the following: “First Bank Futurus has and Merger Sub, as of the date it executes and delivers the Joinder Agreement, will have the corporate power and authority necessary to execute, deliver, in the case of First Bank, this Agreement and, in the case of Merger Sub, the Joinder Agreement and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement (in the case of Merger SubAgreement, by executing and delivering the Joinder Agreement) and the consummation of the transactions contemplated herein, including the First Step Merger, the Second Step Merger and the Bank Merger, Merger have been (in the case of First Bank) or will have been upon the execution and delivery of the Joinder Agreement (in the case of Merger Sub), duly and validly authorized by all necessary corporate action action, including the unanimous approval of this Agreement, the First Step Plan of Merger, the Second Step Plan of Merger and the Bank Plan of Merger by Futurus’ duly constituted Board of Directors, in respect thereof on the part of First Bank and Merger Sub (including approval by all of the members of the board of directors of First Bank and directing the submission of this Agreement to a vote at a meeting of shareholders of First Bank)Futurus, subject to the approval of this Agreement and the First Step Plan of Merger by the affirmative vote a majority of the holders of at least two-thirds of the outstanding shares of First Bank Common Stock all votes entitled to vote be cast on the Bank Merger this Agreement and the Bank First Step Plan of Merger, which is the only Futurus shareholder vote required for approval of this Agreement and the First Step Plan of Merger (and the “consummation of the First Bank Shareholder Approval”) as contemplated Step Merger by Section 7.1Futurus. Subject to such shareholder approval and the requisite First Bank Shareholder Approval and, receipt of necessary approvals from the applicable Regulatory Authorities and assuming the due authorization, execution and delivery of this Agreement by DelancoCrescent and Crescent Bank, this Agreement represents a legal, valid, and binding obligation of First Futurus, enforceable against Futurus in accordance with its terms. Futurus Bank andhas the power and authority necessary to execute, upon 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, have been duly and validly authorized by all necessary action in respect thereof on the part of Futurus Bank, and by Futurus, individually and as the sole shareholder of Futurus Bank. (b) Neither the execution and delivery of this Agreement, the Joinder Agreement First Step Plan of Merger, the Second Step Plan of Merger or the Bank Plan of Merger by Merger SubFuturus or any Futurus Subsidiary, nor the consummation by Futurus or any Futurus Subsidiary of the transactions contemplated hereby or thereby, nor compliance by Futurus or any Futurus Subsidiary with any of the provisions hereof or thereof, will constitute (i) conflict with or result in a legal and binding obligation breach of Merger Sub, enforceable against First Bank and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited any provision of the articles of incorporation or the bylaws of Futurus or the certificate or articles of incorporation or articles of association or bylaws of any Futurus Subsidiary or any resolution adopted by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratoriumthe Board of Directors or the shareholders of Futurus or any Futurus Subsidiary, or similar Laws affecting (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the enforcement creation of creditors’ rights generally any Lien on any Asset of any Futurus Entity, any Contract or Permit of any Futurus Entity, except for such Defaults, Liens and except that Consents, which, if not obtained or made, are not reasonably likely to have, individually or in the availability aggregate, a Futurus Material Adverse Effect, or (iii) subject to receipt of the equitable remedy requisite Consents referred to in Section 9.1(b) of specific performance this Agreement, constitute or injunctive relief is subject result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Futurus Entity or any of their respective material Assets. (c) Other than (i) in connection or compliance with the discretion provisions of the court before which Securities Laws, applicable state corporate and securities Laws, (ii) Consents required from Regulatory Authorities, (iii) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any proceeding may be brought)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 Futurus Material Adverse Effect, no notice to, filing with, or Consent of, any Governmental Authority is necessary for the consummation by any Futurus Entity of the First Step Merger, the Second Step Merger or the Bank Merger and the consummation of the other transactions contemplated therein or herein.”

Authority; No Breach By Agreement. Section 5.3(a(a) of the Agreement is hereby deleted in its entirety and replaced with the following: “First Bank FirstBancorporation has and Merger Sub, as of the date it executes and delivers the Joinder Agreement, will have the corporate power and authority necessary to execute, deliver, in the case of First Bank, this Agreement and, in the case of Merger Sub, the Joinder Agreement deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of its obligations under this Agreement (in the case of Merger Sub, by executing and delivering the Joinder Agreement) and the consummation of the transactions contemplated herein, including the Merger and the Bank Merger, have been (in the case of First Bank) or will have been upon the execution and delivery of the Joinder Agreement (in the case of Merger Sub), duly and validly authorized by all necessary corporate action in respect thereof on the part of First Bank and Merger Sub (including approval by all of the members of the board of directors of First Bank and directing the submission of this Agreement to a vote at a meeting of shareholders of First Bank)FirstBancorporation, subject only to the adoption and approval of this Agreement by the affirmative vote shareholders of the holders of at least two-thirds of the outstanding shares of First Bank Common Stock entitled to vote on the Bank Merger FirstBancorporation. This Agreement and the Bank Merger (the “First Bank Shareholder Approval”) as contemplated by Section 7.1. Subject to the requisite First Bank Shareholder Approval and, assuming the due authorization, execution and delivery by Delanco, this Agreement represents shall constitute a legal, valid, valid and binding obligation of First Bank and, upon the execution and delivery of the Joinder Agreement by Merger Sub, will constitute a legal and binding obligation of Merger SubFirstBancorporation, enforceable against First Bank and Merger Sub FirstBancorporation 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 generally). (b) Neither the execution and except that delivery of this Agreement by FirstBancorporation, nor the availability consummation by FirstBancorporation of the equitable remedy transactions contemplated hereby, nor compliance by FirstBancorporation with any of specific performance the provisions hereof, will (i) conflict with or injunctive relief is result in a breach of any provision of (A) the articles of association or bylaws of FirstBank or Midlands Bank or (B) the articles of incorporation or bylaws of FirstBancorporation or any other Subsidiary, or (ii) except as disclosed in SCHEDULE 5.2 or in SCHEDULE 5.18, 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 FirstBancorporation or any Subsidiary under, (A) any Material Contract or Material Permit (as defined below) of FirstBancorporation or any Subsidiary or (B) any material loan, account, note or other receivable reflected as an asset on the books and records of FirstBancorporation and the Subsidiaries, or (iii) subject to obtaining the discretion requisite Consents referred to in SECTION 9.1(b) of the court before which this Agreement, violate any proceeding may be brought)Law or Order applicable to FirstBancorporation or any Subsidiary or any of their respective Assets in a manner that would impose any material liability, obligation or limitation on FirstBancorporation, any Subsidiary, FNC, any FNC Subsidiary or any of their respective businesses. For purposes of this Agreement, "Material Permit" shall mean a Permit that is necessary for a party and its subsidiaries to operate their respective businesses as currently conducted or to own their respective Assets.”