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

Authority; No Breach of Agreement. (i) SBC and SNB each have the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and in the case of SNB, its sole shareholder). Assuming due authorization, execution and delivery of this Agreement by Professional and the Bank, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, enforceable against each of SBC and SNB, in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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). (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iii) Neither the execution and delivery of this Agreement by SBC or SNB, nor the consummation by either of them of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (A) violate conflict with or result in a breach of any provision of their respective Organizational Documents, or (B) 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 under, any Contract or Permit, or (C) subject to receipt of the Required Consents and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC or SNB or any of their respective material assets.

Authority; No Breach of Agreement. (i) SBC Professional and SNB the Bank each have has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and and, in the case of SNBthe Bank, its sole shareholder), subject only to the Professional Shareholder Approval and such regulatory approvals as are required by law. Assuming Neither Professional or the Bank currently has or previously has established an advisory board of directors. Subject to the Professional Shareholder Approval and assuming due authorization, execution execution, and delivery of this Agreement by Professional each of SBC and the BankSNB, this Agreement represents a legal, valid valid, and binding obligation of each of SBC Professional and SNB, the Bank enforceable against each of SBC Professional and SNB, the Bank in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium or similar and other Laws affecting the enforcement of creditors’ rights generally or the rights of creditors of insured depository institutions, and (B) 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). (ii) SBCAs of the date hereof, Professional’s and SNB’s Boards Board of Directors have has (A) by the affirmative vote of at least a majority of the entire Board of Directors of Professional duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) determined that this Agreement and the transactions contemplated hereby, including the Bank Merger, are advisable and in the best interests of Professional and the holders of Professional Common Stock; (C) subject to Section 4.5Sections 4.5(a) and 4.12, resolved to recommend adoption and approval of the issuance of this Agreement, the Merger Consideration by and the other transactions contemplated hereby, including the Bank Merger, to the holders of SBC shares of Professional Common Stock (such recommendation recommendations being the “SBC Professional Directors’ Recommendation”); and (CD) subject to Section 4.5Sections 4.5(a) and 4.12, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Professional Common Stock for their approvaladoption; and (E) no Knowledge (including with respect to Professional’s officers as defined in the term “Knowledge”) that any beneficial holder of five percent (5%) or more of the outstanding shares of Professional Common Stock intends to vote against the adoption of this Agreement or withhold its vote for the adoption of this Agreement, the Merger and the other transactions contemplated hereby, including the Bank Merger. (iii) The Bank’s Board of Directors has, by the affirmative vote of all directors voting, which constitutes at least a majority of the entire Board of Directors of the Bank, duly approved and declared advisable this Agreement, the Bank Merger Agreement, the Bank Merger and the other transactions contemplated thereby. (iv) Neither the execution and delivery of this Agreement or the Bank Merger Agreement by SBC or SNB, it nor the consummation by either of them it of the transactions contemplated herebyhereby or thereby, nor compliance by them it with any of the provisions hereofhereof or thereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective its Organizational Documents, or (B) 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 under, assets of Professional or any of its Subsidiaries under any Contract or Permit, or (C) subject to receipt of the Required Consents Regulatory Consent and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC Professional or SNB its Subsidiaries or any of their respective material assets. (v) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the Regulatory Consents, (B) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any Benefit Plans, (C) filing of the Articles of Merger with the Secretary of State of the State of Florida as required by the FBCA and (D) as set forth in Section 3.3(b)(v)(D) of the Company Disclosure Letter, no order of, notice to, filing with, or Consent of, any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement and the consummation by Professional and the Bank of the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Authority; No Breach of Agreement. (i) SBC and SNB each have It has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby Transactions, including the Chilean Merger, the Colombian Acquisition and the Colombian Merger, by it have been duly and validly authorized by all necessary corporate action, subject only to the SBC Shareholder Approval Chilean Transaction Steps and the Colombian Transaction Steps including the approval of (including valid authorization A) the Chilean Merger by the holders of two-thirds of the Outstanding shares of CorpBanca Common Stock and adoption the Capital Raise by a majority of this Agreement by its duly constituted Board the Outstanding shares of Directors and CorpBanca Common Stock, in the case of SNBCorpBanca (the “CorpBanca Shareholder Approval”), (B) the Colombian Merger by the holders of a number of Outstanding shares of CorpBanca Colombia Common Stock that represents a Supermajority Consent at the time of such approval (and by the holders of 70% of the preferred stock of CorpBanca Colombia, if there is any preferred stock of CorpBanca Colombia outstanding at the time of such approval), in the case of CorpBanca Colombia (the “CorpBanca Colombia Shareholder Approval”), and (C) the other approvals set forth in Section 3.1(b)(i) of its sole shareholder)Disclosure Letter. Assuming Subject to receipt of the CorpBanca Shareholder Approval and the CorpBanca Colombian Shareholder Approval and the other approvals set forth in Section 3.1(b)(i) of its Disclosure Letter and assuming due authorization, execution and delivery of this Agreement by Professional and each of the BankItaú Parties, this Agreement represents a legal, valid and binding obligation of each of SBC and SNBit, enforceable against each of SBC and SNB, it in accordance with its terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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). (ii) SBC’s The execution, delivery and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iii) Neither the execution and delivery performance of this Agreement by SBC or SNBit, nor the consummation by either of them it of the transactions contemplated hereby, nor Transactions and compliance by them it with any of the provisions hereof, hereof will not (A) violate conflict with or result in a breach or violation of any provision of their respective its Organizational DocumentsDocuments or the Organizational Documents of any of its Subsidiaries, or (B) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation or acceleration of any Lien (with or without the giving of notice, the lapse of time or both) on any material asset of it or its Subsidiaries under, any Contract or PermitPermit of it or its Subsidiaries, or any change in its rights or obligations under any Contract or (C) subject to receipt of the Required Regulatory Consents and the expiration or termination of any waiting period required by Law, violate any Law Law, Order or Order Permit applicable to SBC it or SNB its Subsidiaries or any of their respective material assets. (iii) Other than as set forth in Section 3.1(b)(iii) of its Disclosure Letter (collectively, the “CorpBanca Regulatory Consents”), no notice to, application or filing with, or Consent of, any Governmental Authority is necessary in connection with the execution, delivery or performance of this Agreement and the consummation by it or any of its Subsidiaries of the Transactions.

Authority; No Breach of Agreement. (i) SBC It has, and SNB each have Newco will have, the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this AgreementAgreement and the Stock Option Agreements, and the consummation of the transactions contemplated hereby hereby, including the Merger, by it, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and unanimous adoption of this Agreement by its duly constituted Board of Directors and Directors), subject only to the receipt of (A) in the case of SNBMellon, its sole shareholderthe adoption of this Agreement by the holders of a majority of the votes cast by all holders of shares of Mellon Common Stock (the “Mellon Shareholder Approval”). Assuming due , (B) in the case of BNY, the adoption of this Agreement by the holders of two-thirds of the Outstanding shares of BNY Common Stock (the “BNY Shareholder Approval”) and (C) in the case of Newco, the authorization, execution and delivery of this Agreement by Professional the Board of Directors of Newco and the Bank, adoption of this Agreement represents by Mellon and BNY, as the sole shareholders of Newco (the “Newco Shareholder Approval”). Subject to the Mellon Shareholder Approval in the case of Mellon, the BNY Shareholder Approval in the case of BNY, and the Newco Shareholder Approval in the case of Newco and assuming due authorization, execution, and delivery of this Agreement and the Stock Option Agreements by the other Party and this Agreement by Newco, each of this Agreement and the Stock Option Agreements represent a legal, valid valid, and binding obligation of each of SBC and SNBit, enforceable against each of SBC and SNB, it in accordance with its terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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). (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iii) Neither the execution and delivery of this Agreement or the Stock Option Agreements by SBC or SNBit, nor the consummation by either of them it of the transactions contemplated hereby, nor compliance by them it with any of the provisions hereof, will (A) violate conflict with or result in a breach or violation of any provision of their respective its Organizational Documents, or (B) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation or acceleration of any Lien (with or without the giving of notice, the lapse of time or both) on any material asset of it or its Subsidiaries under, any Contract or PermitPermit of it or its Subsidiaries, or any change in its rights or obligations under any Contract, or (C) subject to receipt of the Required Regulatory Consents and the expiration of any waiting period required by Law, violate any Law Law, Order or Order governmental license applicable to SBC it or SNB its Subsidiaries or any of their respective material assets. (iii) Other than (A) the filing with the SEC of (1) the Joint Proxy Statement/Prospectus and (2) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the 1934 Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such Consents as may be required in connection therewith, (B) the filing of the certificate of merger with the New York Department of State and the certificate of merger with the Delaware Secretary of State with respect to the First Step Merger and the filing of the articles of merger with the Pennsylvania Department of State and the certificate of merger with the Delaware Secretary of State with respect to the Second Step Merger, (C) the filing of applications and notices with the Board of Governors of the Federal Reserve System under the BHC Act and the Federal Reserve Act and approval of same, (D) such applications, filings and Consents as may be required under the banking laws of any state, and approval thereof, (E) Consents, filings or exemptions required under Securities Laws relating to the regulation of broker-dealers, investment companies and investment advisors and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations of the SEC and the Commodity Futures Trading Commission thereunder and of any applicable industry self-regulatory organization and the rules of the NYSE, or which are required under consumer finance, mortgage banking and other similar laws of the various states in which it or any of its Subsidiaries is licensed or regulated, (F) notices or filings under the HSR Act, (G) such filings and Consents as may be required pursuant to applicable antitrust or competition laws of any foreign Governmental Entity (the “Foreign Antitrust Approvals”), (H) such other filings, Consents and exemptions as may be required under foreign banking and similar laws in connection with the transactions contemplated hereby, (I) such filings, notifications and Consents as are required under the Small Business Investment Act of 1958 and the rules and regulations of the Small Business Administration thereunder, and (J) Consent of the Commissioner of Insurance of the State of Delaware or other state insurance regulators (clauses (C) through (J) collectively, the “Regulatory Consents”), no notice to, application or filing with, or Consent of, any Governmental Authority is necessary in connection with the execution, delivery or performance of this Agreement and the Stock Option Agreements and the consummation by it of the Merger and the other transactions contemplated hereby.

Authority; No Breach of Agreement. (i) SBC and SNB each have It has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyTransactions. The execution, delivery, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby Transactions, including the Chilean Merger, the Colombian Acquisition and the Colombian Merger, by it have been duly and validly authorized by all necessary corporate action, subject only to the SBC Shareholder Approval Chilean Transaction Steps and the Colombian Transaction Steps including the approval of (including valid authorization A) the Chilean Merger by the holders of two-thirds of the Outstanding shares of Itaú Chile Common Stock and adoption the Capital Raise by a majority of this Agreement by its duly constituted Board the Outstanding shares of Directors and Itaú Chile Common Stock, in the case of SNBItaú Chile (the “Itaú Chile Shareholder Approval”), (B) the Colombian Merger by the holders of a number of the Outstanding shares of Itaú Colombia Common Stock that represents a majority (plus one share) of the Outstanding shares of Itaú Colombia Common Stock at the time of such approval, in the case of Itaú Colombia (the “Itaú Colombia Shareholder Approval”), and (C) the other approvals set forth in Section 3.2(b)(i) of its sole shareholder)Disclosure Letter. Assuming Subject to receipt of the Itaú Chile Shareholder Approval and the Itaú Colombia Shareholder Approval and the other approvals set forth in Section 3.2(b)(i) of its Disclosure Letter and assuming due authorization, execution and delivery of this Agreement by Professional and each of the BankCorp Group Parties, this Agreement represents a legal, valid and binding obligation of each of SBC and SNBit, enforceable against each of SBC and SNB, it in accordance with its terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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). (ii) SBC’s The execution, delivery and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iii) Neither the execution and delivery performance of this Agreement by SBC or SNBit, nor the consummation by either of them it of the transactions contemplated hereby, nor Transactions and compliance by them it with any of the provisions hereof, hereof will not (A) violate conflict with or result in a breach or violation of any provision of their respective its Organizational DocumentsDocuments or the Organizational Documents of any of its Subsidiaries, or (B) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation or acceleration of any Lien (with or without the giving of notice, the lapse of time or both) on any material asset of it or its Subsidiaries under, any Contract or PermitPermit of it or its Subsidiaries, or any change in its rights or obligations under any Contract or (C) subject to receipt of the Required Regulatory Consents and the expiration or termination of any waiting period required by Law, violate any Law Law, Order or Order Permit applicable to SBC it or SNB its Subsidiaries or any of their respective material assets. (iii) Other than as set forth in Section 3.2(b)(iii) of its Disclosure Letter (collectively, the “Itaú Bank Regulatory Consents”), no notice to, application or filing with, or Consent of, any Governmental Authority is necessary in connection with the execution, delivery or performance of this Agreement and the consummation by it or any of its Subsidiaries of the Transactions.

Authority; No Breach of Agreement. (i) SBC Each of Business Bank and SNB each have the Bank has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and and, in the case of SNBthe Bank, its sole shareholder), subject only to Business Bank Shareholder Approval and such regulatory approvals as are required by law. Assuming Subject to the Business Bank Shareholder Approval and assuming due authorization, execution execution, and delivery of this Agreement by Professional each of SBC and the BankSNB, this Agreement represents a legal, valid valid, and binding obligation of each of SBC Business Bank and SNB, the Bank enforceable against each of SBC Business Bank and SNB, the Bank in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium or similar and other Laws affecting the enforcement of creditors’ rights generally or the rights of creditors of insured depository institutions, and (B) 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). (ii) SBCAs of the date hereof, Business Bank’s and SNB’s Boards Board of Directors have has (A) by the affirmative vote of at least a majority of the entire Board of Directors of Business Bank duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) determined that this Agreement and the transactions contemplated hereby, including the Bank Merger, are advisable and in the best interests of Business Bank and the holders of Business Bank Common Stock; (C) subject to Section 4.5Sections 4.5(a) and 4.12, resolved to recommend adoption and approval of the issuance of this Agreement, the Merger Consideration by and the other transactions contemplated hereby, including the Bank Merger, to the holders of SBC shares of Business Bank Common Stock (such recommendation recommendations being the “SBC Business Bank Directors’ Recommendation”); and (CD) subject to Section 4.5Sections 4.5(a) and 4.12, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Business Bank Common Stock for their approvaladoption; and (E) no Knowledge of any fact, event or circumstance that would cause any beneficial holder of five percent (5%) or more of the outstanding shares of Business Bank Common Stock to vote against the adoption of this Agreement, the Merger and the other transactions contemplated hereby, including the Bank Merger. (iii) The Bank’s Board of Directors has, by the affirmative vote of all directors voting, which constitutes at least a majority of the entire Board of Directors of the Bank, duly approved and declared advisable the Bank Merger Agreement, the Bank Merger and the other transactions contemplated thereby. (iv) Neither the execution and delivery of this Agreement by SBC a Company Group Member or SNBthe Bank Merger Agreement by Bank, nor the consummation by either of them the Company Group of the transactions contemplated herebyhereby or thereby, nor compliance by them it with any of the provisions hereofhereof or thereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective its Organizational Documents, or (B) except as set forth in Section 3.3(b)(iv)(B) of the Company Disclosure Letter, 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 under, assets of Business Bank or any of its Subsidiaries under any Contract or Permit, or (C) subject to receipt of the Required Consents Regulatory Consent and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC Business Bank or SNB its Subsidiaries or any of their respective material assets. (v) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the Regulatory Consents, (B) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any Benefit Plans, (C) filing of the Articles of Merger with the Secretary of State of the State of Florida as required by the FBCA and (D) as set forth in Section 3.3(b)(v)(D) of the Company Disclosure Letter, no order of, notice to, filing with, or Consent of, any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement and the consummation by Business Bank and the Bank of the Merger, the Bank Merger and the other transactions contemplated by this Agreement. As of the date hereof, the Company Group is not aware of any fact, reason or basis why the necessary Regulatory Consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Authority; No Breach of Agreement. (i) SBC and SNB each have the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and in the case of SNB, its sole shareholder). Assuming due authorization, execution and delivery of this Agreement by Professional Sabal Palm and the Bank, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, enforceable against each of SBC and SNB, in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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). (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iii) Neither the execution and delivery of this Agreement by SBC or SNB, nor the consummation by either of them of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (A) violate conflict with or result in a breach of any provision of their respective Organizational Documents, or (B) 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 under, any Contract or Permit, or (C) subject to receipt of the Required Consents and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC or SNB or any of their respective material assets.

Authority; No Breach of Agreement. (i) SBC and SNB each have the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and in the case of SNB, its sole shareholder). Assuming due authorization, execution and delivery of this Agreement by Professional Business Bank and the Bank, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, enforceable against each of SBC and SNB, in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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). (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iii) Neither the execution and delivery of this Agreement by SBC or SNB, nor the consummation by either of them of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (A) violate conflict with or result in a breach of any provision of their respective Organizational Documents, or (B) 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 under, any Contract or Permit, or (C) subject to receipt of the Required Consents and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC or SNB or any of their respective material assets.

Authority; No Breach of Agreement. (i) SBC Sabal Palm and SNB the Bank each have has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and and, in the case of SNBthe Bank, its sole shareholder), subject only to Sabal Palm Shareholder Approval and such regulatory approvals as are required by law. Assuming Subject to the Sabal Palm Shareholder Approval and assuming due authorization, execution execution, and delivery of this Agreement by Professional each of SBC and the BankSNB, this Agreement represents a legal, valid valid, and binding obligation of each of SBC Sabal Palm and SNB, the Bank enforceable against each of SBC Sabal Palm and SNB, the Bank in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium or similar and other Laws affecting the enforcement of creditors’ rights generally or the rights of creditors of insured depository institutions, and (B) 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). (ii) SBCAs of the date hereof, Sabal Palm’s and SNB’s Boards Board of Directors have has (A) by the affirmative vote of at least a majority of the entire Board of Directors of Sabal Palm duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) determined that this Agreement and the transactions contemplated hereby, including the Bank Merger, are advisable and in the best interests of Sabal Palm and the holders of Sabal Palm Common Stock; (C) subject to Section 4.5Sections 4.5(a) and 4.12, resolved to recommend adoption and approval of the issuance of this Agreement, the Merger Consideration by and the other transactions contemplated hereby, including the Bank Merger, to the holders of SBC shares of Sabal Palm Common Stock (such recommendation recommendations being the “SBC Sabal Palm Directors’ Recommendation”); and (CD) subject to Section 4.5Sections 4.5(a) and 4.12, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Sabal Palm Common Stock for their approvaladoption; and (E) no Knowledge of any fact, event or circumstance that would cause any beneficial holder of five percent (5%) or more of the outstanding shares of Sabal Palm Common Stock to vote against the adoption of this Agreement, the Merger and the other transactions contemplated hereby, including the Bank Merger. (iii) The Bank’s Board of Directors has, by the affirmative vote of all directors voting, which constitutes at least a majority of the entire Board of Directors of the Bank, duly approved and declared advisable the Bank Merger Agreement, the Bank Merger and the other transactions contemplated thereby. (iv) Neither the execution and delivery of this Agreement or the Bank Merger Agreement by SBC or SNB, it nor the consummation by either of them it of the transactions contemplated herebyhereby or thereby, nor compliance by them it with any of the provisions hereofhereof or thereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective its Organizational Documents, or (B) 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 under, assets of Sabal Palm or any of its Subsidiaries under any Contract or Permit, or (C) subject to receipt of the Required Consents Regulatory Consent and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC Sabal Palm or SNB its Subsidiaries or any of their respective material assets. (v) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the Regulatory Consents, (B) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any Benefit Plans, (C) filing of the Articles of Merger with the Secretary of State of the State of Florida as required by the FBCA and (D) as set forth in Section 3.3(b)(v)(D) of the Company Disclosure Letter, no order of, notice to, filing with, or Consent of, any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement and the consummation by Sabal Palm and the Bank of the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Authority; No Breach of Agreement. (i) SBC and SNB each have Kinderhook has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its Kinderhook’s duly constituted Board of Directors Directors), subject only to the Kinderhook Shareholder Approval. This Agreement has been duly executed and in the case of SNBdelivered by Kinderhook and, its sole shareholder). Assuming assuming due authorization, execution execution, and delivery of this Agreement by Professional Community and the BankMerger Sub, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, Kinderhook enforceable against each of SBC and SNB, Kinderhook in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium conservatorship and other Laws now or similar Laws hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (B) general equitable principles 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). (ii) SBCKinderhook’s and SNB’s Boards Board of Directors have has: (A) by the unanimous vote of the entire Board of Directors, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject determined that this Agreement and the transactions contemplated hereby are fair to Section 4.5, and in the best interests of Kinderhook and the holders of Kinderhook Common Stock; (C) resolved to recommend approval of the issuance of the Merger Consideration by that the holders of SBC Kinderhook Common Stock adopt this Agreement (such recommendation being the “SBC Kinderhook Directors’ Recommendation”); and (CD) subject to Section 4.5, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Kinderhook Common Stock for their approvaladoption. (iii) Kinderhook Bank’s Board of Directors has, by the unanimous vote of the entire Board of Directors, duly approved and declared advisable the Bank Merger Agreement, the Bank Merger and the other transactions contemplated hereby and thereby. (iv) The Kinderhook Shareholder Approval is the only vote of the holders of any class or series of Kinderhook’s capital stock or other securities required by applicable Law in connection with the consummation of the Merger. No vote of the holders of any class or series of Kinderhook’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by Kinderhook other than the Merger. (v) Neither the execution and delivery of this Agreement or the Bank Merger Agreement by SBC Kinderhook or SNBKinderhook Bank, as applicable, nor the consummation by either of them of the transactions contemplated herebyhereby or thereby, nor compliance by either of them with any of the provisions hereofhereof or thereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective the Organizational DocumentsDocuments of Kinderhook or any of its Subsidiaries, or (B) constitute or except as set forth in Section 3.2(b)(v) of the Kinderhook Disclosure Letter, violate, conflict with, result in a Default breach of any provision of or the loss of any benefit under, constitute a default (or require any Consent pursuant toan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien on (other than Permitted Liens) upon any material asset of the respective properties or assets of Kinderhook or any of its Subsidiaries under, any Contract of the terms, conditions or Permitprovisions of any note, bond, mortgage, indenture, deed of trust, license, lease, Contract, Permit or other instrument or obligation to which Kinderhook or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, or (C) subject to receipt of the Required Consents Requisite Regulatory Approvals and the expiration of any waiting period required by LawLaw as described in clause (vi) below, violate any Law or Order applicable to SBC Kinderhook or SNB its Subsidiaries or any of their respective material assets. (vi) Except for (A) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (B) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, notices and filings, (C) the filing of any required applications, notices or filings with any state banking authorities listed on Section 3.2(b)(vi)(C) of the Kinderhook Disclosure Letter or Section 3.3(b)(iv)(C) of the Community Disclosure Letter and approval of such applications, notices or filings, (D) the filing of the Certificate of Merger with the New York Secretary pursuant to the NYBCL and (E) as otherwise set forth in Section 3.2(b)(vi)(E) of the Kinderhook Disclosure Letter, no Order of, or Consent of, to or with, any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement or the Bank Merger Agreement by Kinderhook or Kinderhook Bank, as applicable, or the consummation by Kinderhook or Kinderhook Bank, as applicable, of the Merger, the Bank Merger and the other transactions contemplated by this Agreement and the Bank Merger Agreement.

Authority; No Breach of Agreement. (i) SBC Each of Community and SNB each have Merger Sub has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The Assuming the accuracy of the representations and warranties set forth in Section 3.2(dd), the execution, delivery, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its Community’s duly constituted Board of Directors and in the case of SNB, its sole shareholderDirectors). Assuming due authorization, execution and delivery of this Agreement by Professional and the BankKinderhook, this Agreement represents a legal, valid and binding obligation of each of SBC Community and SNBMerger Sub, enforceable against each of SBC Community and SNBMerger Sub, respectively, in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium conservatorship and other Laws now or similar Laws hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (B) general equitable principles, 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). (ii) SBCEach of Community’s and SNBMerger Sub’s Boards of Directors have (A) has duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5. Community Bank’s Board of Directors has duly approved and declared advisable the Bank Merger Agreement, resolved to recommend approval of the issuance of Bank Merger and the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); other transactions contemplated hereby and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approvalthereby. (iii) Neither the execution and delivery of this Agreement or the Bank Merger Agreement by SBC Community, Merger Sub or SNBCommunity Bank, as applicable, nor the consummation by either any of them of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective the Organizational DocumentsDocuments of Community, Merger Sub or Community Bank, (B) constitute or violate, conflict with, result in a Default breach of any provision of or the loss of any benefit under, constitute a default (or require any Consent pursuant toan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien on (other than Permitted Liens) upon any material asset of the respective properties or assets of Community or any of its Subsidiaries (including Merger Sub) under, any Contract of the terms, conditions or Permitprovisions of any note, bond, mortgage, indenture, deed of trust, license, lease, Contract, Permit or other instrument or obligation to which Community or any of its Subsidiaries (including Merger Sub) is a party, or by which they or any of their respective properties or assets may be bound, or (C) subject to receipt of the Required Consents Requisite Regulatory Approvals and the expiration of any waiting period required by LawLaw as described in clause (iv) below, violate any Law or Order applicable to SBC Community, Merger Sub or SNB Community Bank or any of their respective material assets, except, in the case of clauses (B) and (C), as individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of Community or Merger Sub to perform their respective obligations under this Agreement or to timely consummate the Merger. (iv) Except for (A) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (B) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, notices and filings, (C) the filing of any required applications, notices or filings with any state banking authorities listed on Section 3.3(b)(iv)(C) of the Community Disclosure Letter or Section 3.2(b)(vi)(C) of the Kinderhook Disclosure Letter and approval of such applications, notices or filings,

Authority; No Breach of Agreement. (i) SBC and SNB each have the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and in the case of SNB, its sole shareholder). Assuming due authorization, execution and delivery of this Agreement by Professional Holding and the Bank, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, enforceable against each of SBC and SNB, in accordance with its terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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). (ii) SBC’s and SNB’s Boards Board of Directors have (A) has duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5. SNB’s Board of Directors has, resolved to recommend approval by the affirmative vote of all directors voting, which constitute at least a majority of the issuance entire Board of Directors of SNB, duly approved and declared advisable the Bank Merger Consideration by Agreement, the holders of SBC Common Stock (such recommendation being Bank Merger and the “SBC Directors’ Recommendation”); other transactions contemplated hereby and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approvalthereby. (iii) Neither the execution and delivery of this Agreement by SBC or SNB, nor the consummation by either of them of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective Organizational Documents, or (B) 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 under, any Contract or Permit, or (C) subject to receipt of the Required Consents and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC or SNB or any of their respective material assets.

Authority; No Breach of Agreement. (i) SBC and SNB each have Merchants has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its Merchants' duly constituted Board of Directors Directors), subject only to the Merchants Stockholder Approval. This Agreement has been duly executed and in the case of SNBdelivered by Merchants and, its sole shareholder). Assuming assuming due authorization, execution execution, and delivery of this Agreement by Professional and the BankCommunity, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, Merchants enforceable against each of SBC and SNB, Merchants in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium conservatorship and other Laws now or similar Laws hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally and (B) general equitable principles 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). (ii) SBC’s and SNB’s Boards Merchants' Board of Directors have has unanimously: (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, determined that this Agreement and the transactions contemplated hereby are in the best interests of Merchants and the holders of Merchants Common Stock; (C) resolved to recommend approval of the issuance of the Merger Consideration by that the holders of SBC Merchants Common Stock adopt this Agreement (such recommendation being the “SBC "Merchants Directors’ ' Recommendation”"); and (CD) subject to Section 4.5, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Merchants Common Stock for their approvaladoption. (iii) Merchants Bank's Board of Directors has unanimously approved and declared advisable the Bank Merger Agreement, the Bank Merger and the other transactions contemplated hereby and thereby. (iv) The Merchants Stockholder Approval is the only vote of the holders of any class or series of Merchants' capital stock or other securities required by applicable Law in connection with the consummation of the Merger. No vote of the holders of any class or series of Merchants' capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by Merchants other than the Merger. (v) Neither the execution and delivery of this Agreement or the Bank Merger Agreement by SBC Merchants or SNBMerchants Bank, as applicable, nor the consummation by either of them of the transactions contemplated herebyhereby or thereby, nor compliance by either of them with any of the provisions hereofhereof or thereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective the Organizational DocumentsDocuments of Merchants or any of its Subsidiaries, or (B) constitute or violate, conflict with, result in a Default breach of any provision of or the loss of any benefit under, constitute a default (or require any Consent pursuant toan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien on (other than Permitted Liens) upon any material asset of the respective properties or assets of Merchants or any of its Subsidiaries under, any Contract of the terms, conditions or Permitprovisions of any note, bond, mortgage, indenture, deed of trust, license, lease, Contract, Permit or other instrument or obligation to which Merchants or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, or (C) subject to receipt of the Required Consents Requisite Regulatory Approvals and the expiration of any waiting period required by LawLaw as described in clause (vi) below, violate any Law or Order applicable to SBC Merchants or SNB its Subsidiaries or any of their respective material assets, except, in the case of clauses (B) and (C), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Merchants. (vi) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the Requisite Regulatory Approvals, (B) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL and (C) as set forth in Section 3.2(b)(vi)(C) of the Merchants Disclosure Letter, no Order of, or Consent of, to or with, any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement or the Bank Merger Agreement by Merchants or Merchants Bank, as applicable, or the consummation by Merchants or Merchants Bank, as applicable, of the Merger, the Bank Merger and the other transactions contemplated by this Agreement and the Bank Merger Agreement.

Authority; No Breach of Agreement. (i) SBC and SNB each have the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and in the case of SNB, its sole shareholder). Assuming due authorization, execution and delivery of this Agreement by Professional Apollo and the Bank, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, enforceable against each of SBC and SNB, in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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). (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iii) Neither the execution and delivery of this Agreement by SBC or SNB, nor the consummation by either of them of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (A) violate conflict with or result in a breach of any provision of their respective Organizational Documents, or (B) 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 under, any Contract or Permit, or (C) subject to receipt of the Required Consents and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC or SNB or any of their respective material assets.

Authority; No Breach of Agreement. (i) SBC and SNB each have the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and in the case of SNB, its sole shareholder). Assuming due authorization, execution and delivery of this Agreement by Professional and the BankCompany, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, enforceable against each of SBC and SNB, in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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). (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iii) Neither the execution and delivery of this Agreement by SBC or SNB, nor the consummation by either of them of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (A) violate conflict with or result in a breach of any provision of their respective Organizational Documents, or (B) 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 under, any Contract or Permit, or (C) subject to receipt of the Required Consents and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC or SNB or any of their respective material assets.

Authority; No Breach of Agreement. (ia) SBC Subject to requisite FFC Shareholder approval and SNB each have Consents of Regulatory Authorities, FFC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Plan of Merger and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery, delivery and performance of this AgreementAgreement and the Plan of Merger, as appropriate, and the consummation of the transactions contemplated hereby herein and therein, including the Merger, have been duly and validly authorized by all necessary corporate actionaction in respect thereof on the part of FFC, subject to the SBC Shareholder Approval (including valid authorization and adoption approval of this Agreement and the Plan of Merger by its duly constituted Board the holders of Directors and in a majority (or such greater percentage as may be required by the case Articles of SNBIncorporation of FFC or other applicable law) of the outstanding shares of FFC Common Stock, its sole shareholder). Assuming due authorization, execution and delivery which is the only shareholder vote required for approval of this Agreement by Professional and the BankPlan of Merger and consummation of the Merger by FFC. Subject to the receipt of such requisite shareholder approval, this Agreement represents a and the Plan of Merger represent legal, valid and binding obligation obligations of each of SBC and SNBFFC, enforceable against each of SBC and SNB, FFC in accordance with its their respective terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws laws affecting the enforcement enforce ment of creditors’ ' rights generally and (B) 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). (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iiib) Neither the execution and delivery of this Agreement or the Plan of Merger, as appropriate, by SBC or SNBFFC, nor the consummation by either of them FFC of the transactions contemplated herebyhereby or thereby, nor compliance by them FFC with any of the provisions hereof, hereof or thereof will (Ai) violate conflict with or result in a breach of any provision of their respective Organizational DocumentsFFC's Articles of Incorporation or Bylaws, or (Bii) except as disclosed in Section 4.2(b) of the FFC Disclosure Memorandum, constitute or result in a Default under, or require any Consent (other than shareholder approval) pursuant to, or result in the creation of any Lien on any material asset Asset of any FFC Company under, any Contract or PermitPermit of any FFC Company, or (Ciii) subject to receipt of the Required requisite Consents and the expiration referred to in Section 7.3 of any waiting period required by Lawthis Agreement, violate any Law or Order applicable to SBC or SNB either FFC Company or any of their respective material assetsMaterial Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate 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 FFC Employee Plans or, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on FFC, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by FFC of the Merger and the other transactions contemplated in this Agreement and the Plan of Merger. (d) Neither FFC Company is a party to, or subject to, or bound by, any agreement or judgment, order, letter of understanding, writ, prohibition, injunction or decree of any court or other governmental body of competent jurisdiction, or any law which would prevent the execution and delivery of this Agreement and the Plan of Merger by FFC, or the consummation of the transactions contemplated hereby and thereby, and no action or proceeding is pending against either FFC Company in which the validity of this Agreement, the transactions contemplated hereby or any action which has been taken by any of such Parties in connection herewith or in connection with the transaction contemplated hereby is at issue.

Authority; No Breach of Agreement. (ia) SBC and SNB each have Xxxxxx has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its Xxxxxx'x duly constituted Board of Directors Directors) in respect thereof on the part of Xxxxxx, subject to the approval of this Agreement by the holders of a majority of the shares of Xxxxxx Common Stock entitled to vote thereon, which is the only stockholder vote required for approval of this Agreement and in consummation of the case of SNB, its sole shareholder)Merger by Xxxxxx. Assuming Subject to such requisite stockholder approval and assuming due authorization, execution execution, and delivery of this Agreement by Professional and the BankRegions, this Agreement represents a legal, valid valid, and binding obligation of each of SBC and SNBXxxxxx, enforceable against each of SBC and SNB, Xxxxxx in accordance with its terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium moratorium, or similar Laws affecting the enforcement of creditors’ ' rights generally and (B) 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). (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iiib) Neither the execution and delivery of this Agreement by SBC or SNBXxxxxx, nor the consummation by either of them Xxxxxx of the transactions contemplated hereby, nor compliance by them Xxxxxx with any of the provisions hereof, will (Ai) violate conflict with or result in a breach of any provision of their respective Organizational DocumentsXxxxxx'x Restated Charter or Bylaws, or (Bii) 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 Xxxxxx Company under, any Contract or PermitPermit of any Xxxxxx Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxx, or (Ciii) subject to receipt of the Required requisite Consents and the expiration referred to in Section 9.1(b) of any waiting period required by Lawthis Agreement, violate any Law or Order applicable to SBC or SNB any Xxxxxx Company or any of their respective material assets, which violation is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxx. (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 Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxx, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Xxxxxx of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach of Agreement. (i) SBC Fourth Street and SNB the Bank each have has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and and, in the case of SNBthe Bank, its sole shareholder), subject only to Fourth Street Shareholder Approval and such regulatory approvals as are required by law. Assuming Subject to the Fourth Street Shareholder Approval and assuming due authorization, execution execution, and delivery of this Agreement by Professional each of SBC and the BankSNB, this Agreement represents a legal, valid valid, and binding obligation of each of SBC Fourth Street and SNB, the Bank enforceable against each of SBC Fourth Street and SNB, the Bank in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium or similar and other Laws affecting the enforcement of creditors’ rights generally or the rights of creditors of insured depository institutions, and (B) 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). (ii) SBCAs of the date hereof, Fourth Street’s and SNB’s Boards Board of Directors have has (A) by the affirmative vote of at least a majority of the entire Board of Directors of Fourth Street duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) determined that this Agreement and the transactions contemplated hereby, including the Bank Merger, are advisable and in the best interests of Fourth Street and the holders of Fourth Street Common Stock; (C) subject to Section 4.5Sections 4.5 and 4.12, resolved to recommend adoption and approval of the issuance of this Agreement, the Merger Consideration by and the other transactions contemplated hereby, including the Bank Merger, to the holders of SBC shares of Fourth Street Common Stock (such recommendation recommendations being the “SBC Fourth Street Directors’ Recommendation”); and (CD) subject to Section 4.5Sections 4.5 and 4.12, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Fourth Street Common Stock for their approvaladoption; and (E) no Knowledge of any fact, event or circumstance that would cause any beneficial holder of five percent (5%) or more of the outstanding shares of Fourth Street Common Stock to vote against the adoption of this Agreement, the Merger and the other transactions contemplated hereby, including the Bank Merger. (iii) The Bank’s Board of Directors has, by the affirmative vote of all directors voting, which constitutes at least a majority of the entire Board of Directors of the Bank, duly approved and declared advisable the Bank Merger Agreement, the Bank Merger and the other transactions contemplated thereby. (iv) Neither the execution and delivery of this Agreement or the Bank Merger Agreement by SBC or SNB, it nor the consummation by either of them it of the transactions contemplated herebyhereby or thereby, nor compliance by them it with any of the provisions hereofhereof or thereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective its Organizational Documents, or (B) except as set forth in Section 3.3(b)(iv)(B) of the Company Disclosure Letter, 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 under, assets of Fourth Street or any of its Subsidiaries under any Contract or Permit, or (C) subject to receipt of the Required Consents Regulatory Consent and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC Fourth Street or SNB its Subsidiaries or any of their respective material assets. (v) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the Regulatory Consents, (B) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any Benefit Plans, (C) filing of the Articles of Merger with the Secretary of State of the State of Florida as required by the FBCA and (D) as set forth in Section 3.3(b)(v)(D) of the Company Disclosure Letter, no order of, notice to, filing with, or Consent of, any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement and the consummation by Fourth Street and the Bank of the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Authority; No Breach of Agreement. (i) SBC Apollo and SNB the Bank each have has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors Directors), subject only to the Apollo Shareholder Approval, the Bank Shareholder Approval, and in such regulatory approvals as are required by law. Subject to the case of SNB, its sole shareholder). Assuming Apollo Shareholder Approval and the Bank Shareholder Approval and assuming due authorization, execution execution, and delivery of this Agreement by Professional each of SBC and the BankSNB, this Agreement represents a legal, valid valid, and binding obligation of each of SBC Apollo and SNB, the Bank enforceable against each of SBC Apollo and SNB, the Bank in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium or similar and other Laws affecting the enforcement of creditors’ rights generally or the rights of creditors of insured depository institutions, and (B) 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). (ii) SBCAs of the date hereof, Apollo’s and SNB’s Boards Board of Directors have has (A) by the affirmative vote of at least a majority of the entire Board of Directors of Apollo duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby; (B) determined that this Agreement and the transactions contemplated hereby, including the Bank Merger Agreement Merger, are advisable and in the best interests of Apollo and the Bank Mergerholders of Apollo Common Stock; (BC) subject to Section 4.5Sections 4.5(a) and 4.12, resolved to recommend adoption and approval of the issuance of this Agreement, the Merger Consideration by and the other transactions contemplated hereby, to the holders of SBC shares of Apollo Common Stock (such recommendation recommendations being the “SBC Apollo Directors’ Recommendation”); and (CD) subject to Section 4.5Sections 4.5(a) and 4.12, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Apollo Common Stock for their approvaladoption; and (E) no Knowledge of any fact, event or circumstance that would cause any beneficial holder of five percent (5%) or more of the outstanding shares of Apollo Common Stock to vote against the adoption of this Agreement, the Merger and the other transactions contemplated hereby. (iii) The Bank’s Board of Directors has (A) by the affirmative vote of all directors voting, which constitutes at least a majority of the entire Board of Directors of the Bank, duly approved and declared advisable this Agreement, the Bank Merger Agreement, the Bank Merger and the other transactions contemplated hereby and thereby; (B) determined that this Agreement and the Bank Merger Agreement and the transactions contemplated hereby and thereby, including the Bank Merger, are advisable and in the best interests of the Bank and the holders of Bank Common Stock; (C) subject to 4.5(b) and 4.12, resolved to recommend adoption and approval of this Agreement, the Bank Merger Agreement, the Bank Merger, and the other transactions contemplated by the Bank Merger Agreement to the holders of shares of Bank Common Stock (such recommendations being the “Bank Directors’ Recommendation”); (D) subject to 4.5(b) and 4.12, directed that this Agreement and the Bank Merger Agreement be submitted to the holders of shares of Bank Common Stock for their adoption; and (E) no Knowledge of any fact, event, or circumstance that would cause any beneficial holder of five percent (5%) or more of the outstanding shares of Bank Common Stock to vote against the adoption of this Agreement, the Bank Merger Agreement, and the other transactions contemplated hereby and thereby, including the Bank Merger. (iv) Neither the execution and delivery of this Agreement or the Bank Merger Agreement by SBC or SNB, it nor the consummation by either of them it of the transactions contemplated herebyhereby or thereby, nor compliance by them it with any of the provisions hereofhereof or thereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective its Organizational Documents, or (B) 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 under, assets of Apollo or any of its Subsidiaries under any Contract or Permit, or (C) subject to receipt of the Required Consents Regulatory Consent and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC Apollo or SNB its Subsidiaries or any of their respective material assets. (v) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the Regulatory Consents, (B) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any Benefit Plans, (C) filing of the Articles of Merger with the Secretary of State of the State of Florida as required by the FBCA and (D) as set forth in Section 3.3(b)(v)(D) of the Company Disclosure Letter, no order of, notice to, filing with, or Consent of, any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement and the consummation by Apollo and the Bank of the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Authority; No Breach of Agreement. (i) SBC and SNB each have It has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors Directors), subject only to the Raindance Stockholder Approval. Subject to the Raindance Stockholder Approval and in the case of SNB, its sole shareholder). Assuming assuming due authorization, execution execution, and delivery of this Agreement by Professional each of West and the BankMerger Sub, this Agreement represents a legal, valid valid, and binding obligation of each of SBC and SNB, Raindance enforceable against each of SBC and SNB, it in accordance with its terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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). (ii) SBC’s and SNB’s Boards As of the date hereof, its Board of Directors have has (A) by the affirmative vote of all directors voting, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject received the opinion of its financial advisor, Citigroup Global Markets, to Section 4.5, resolved to recommend approval of the issuance of effect that the Merger Consideration to be received by the holders of SBC Common Stock pursuant to the Merger is fair from a financial point of view to the holders of the Common Stock; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Raindance Common Stock; (D) resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby to the holders of shares of Raindance Common Stock (such recommendation recommendations being the “SBC Directors’ Recommendation”); and (CE) subject to Section 4.5, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Raindance Common Stock for their approvaladoption. (iii) Neither the execution and delivery of this Agreement by SBC or SNBit, nor the consummation by either of them it of the transactions contemplated hereby, nor compliance by them it with any of the provisions hereof, will (A) violate conflict with or result in a breach of any provision of their respective its Organizational Documents, or (B) 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 assets of it or its Subsidiaries under, any Contract or PermitPermit of it or its Subsidiaries that is filed as an exhibit to its SEC Reports or that is listed in Section 3.3(l) of its Disclosure Letter or that is otherwise material to its, and its Subsidiaries’ business, taken as a whole, or (C) subject to receipt of the Required Consents and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC it or SNB its Subsidiaries or any of their respective material assets. (iv) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the expiration or termination of the required waiting period under the HSR Act, (B) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any Benefit Plans, and (C) as set forth in Section 3.3(b)(iv)(C) of its Disclosure Letter, no notice to, filing with, or Consent of, any Governmental Authority is necessary in connection with the execution, delivery or performance of this Agreement and the consummation by it of the Merger and the other transactions contemplated by this Agreement.

Authority; No Breach of Agreement. (ia) SBC and SNB each have SBS has the corporate power and authority necessary to execute, deliver and, upon obtaining all necessary approvals from its stockholders and appropriate Regulatory Authorities, to perform its obligations under this Agreement and the Plan of Merger and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery, delivery and performance of this Agreement, Agreement and the Plan of Merger and the consummation of the transactions contemplated hereby herein and therein, including the Merger, have been duly and validly authorized by all necessary corporate actionaction in respect thereof on the part of SBS, subject to the SBC Shareholder Approval (including valid authorization and adoption approval of this Agreement by its duly constituted Board of Directors and in the case of SNB, its sole shareholder). Assuming due authorization, execution and delivery of this Agreement by Professional and the BankPlan of Merger by the requisite vote of holders of the outstanding shares of SBS Common Stock. Subject to the receipt of such requisite stockholder approval, this Agreement represents a legal, valid and binding obligation of each of SBC and SNBSBS, enforceable against each of SBC and SNB, SBS in accordance with its terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (B) except that the availability of the equitable remedy of specific performance or injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iiib) Neither the execution and delivery of this Agreement or the Plan of Merger by SBC or SNBSBS, nor the consummation by either of them SBS of the transactions contemplated herebyhereby or thereby, nor compliance by them SBS with any of the provisions hereof, hereof or thereof will (Ai) violate conflict with or result in a breach of any provision of their respective Organizational DocumentsSBS's Certificate of Incorporation or Bylaws, or (Bii) constitute or result in a Default under, or require any Consent (other than stockholder approval) pursuant to, or result in the creation of any Lien on any material asset Asset of any SBS Company under, any Contract or PermitPermit of any SBS Company except as is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on SBS, or (Ciii) subject to receipt of the Required requisite Consents and the expiration referred to in Section 7.3 of any waiting period required by Lawthis Agreement, violate any Law or Order applicable to SBC or SNB any SBS ----------- Company or any of their respective material assetsAssets except as is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on SBS. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws, the rules of the Nasdaq and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any SBS Employee Plans or under the HSR Act, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on SBS, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by SBS of the Merger and the other transactions contemplated in this Agreement and the Plan of Merger. (d) No SBS Company is a party to, or subject to, or bound by, any agreement or judgment, order, letter of understanding, writ, prohibition, injunction or decree of any court or other governmental body of competent jurisdiction, or any law which would prevent the execution and delivery of this Agreement and the Plan of Merger by SBS, or the consummation of the transactions contemplated hereby and thereby, and no action or proceeding is pending against any SBS Company in which the validity of this Agreement, the transactions contemplated hereby or any action which has been taken by any of such Parties in connection herewith or in connection with the transaction contemplated hereby is at issue.

Authority; No Breach of Agreement. (i) SBC and SNB each have The Company has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors Directors), subject only to the Company Shareholder Approval and in such regulatory approvals as are required by law. Subject to the case of SNBCompany Shareholder Approval, its sole shareholder). Assuming Regulatory Consent and assuming due authorization, execution execution, and delivery of this Agreement by Professional each of SBC and the BankSNB, this Agreement represents a legal, valid valid, and binding obligation of each of SBC and SNB, the Company enforceable against each of SBC and SNB, the Company in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium or similar and other Laws affecting the enforcement of creditors’ rights generally or the rights of creditors of insured depository institutions, and (B) 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). (ii) SBCAs of the date hereof, the Company’s and SNB’s Boards Board of Directors have has (A) by the affirmative vote of at least a majority of the entire Board of Directors of the Company duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Company and the holders of Company Common Stock; (C) resolved to recommend adoption and approval of the issuance of this Agreement, the Merger Consideration by and the other transactions contemplated hereby to the holders of SBC shares of Company Common Stock (such recommendation recommendations being the “SBC Company Directors’ Recommendation”); and (CD) subject to Section 4.5, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Company Common Stock for their approvaladoption; and (E) no Knowledge of any fact, event or circumstance that would cause any beneficial holder of five percent (5%) or more of the outstanding shares of Company Common Stock to vote against the adoption of this Agreement, the Merger and the other transactions contemplated hereby. (iii) Neither Except as set forth in Section 3.3(b)(iii) of the Company Disclosure Letter, neither the execution and delivery of this Agreement by SBC or SNB, the Company nor the consummation by either of them it of the transactions contemplated hereby, nor compliance by them it with any of the provisions hereofhereof or thereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective its Organizational Documents, or (B) 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 under, assets of the Company under any Contract or Permit, or (C) subject to receipt of the Required Consents Regulatory Consent and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC or SNB the Company or any of their respective its material assets. (iv) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the Regulatory Consents, (B) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any Benefit Plans, (C) filing of the Articles of Merger with the Secretary of State of the State of Florida as required by the FBCA and (D) as set forth in Section 3.3(b)(iv)(D) of the Company Disclosure Letter, no order of, notice to, filing with, or Consent of, any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement.

Authority; No Breach of Agreement. (i) SBC and SNB each have It has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors Directors), subject only to the Raindance Stockholder Approval. Subject to the Raindance Stockholder Approval and in the case of SNB, its sole shareholder). Assuming assuming due authorization, execution execution, and delivery of this Agreement by Professional each of West and the BankMerger Sub, this Agreement represents a legal, valid valid, and binding obligation of each of SBC and SNB, Raindance enforceable against each of SBC and SNB, it in accordance with its terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium moratorium, or similar Laws affecting the enforcement of creditors’ ' rights generally and (B) 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). (ii) SBC’s and SNB’s Boards As of the date hereof, its Board of Directors have has (A) by the affirmative vote of all directors voting, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject received the opinion of its financial advisor, Citigroup Global Markets, to Section 4.5, resolved to recommend approval of the issuance of effect that the Merger Consideration to be received by the holders of SBC Common Stock pursuant to the Merger is fair from a financial point of view to the holders of the Common Stock; (C) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the holders of Raindance Common Stock; (D) resolved to recommend adoption of this Agreement, the Merger and the other transactions contemplated hereby to the holders of shares of Raindance Common Stock (such recommendation recommendations being the “SBC "Directors’ ' Recommendation”"); and (CE) subject to Section 4.5, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Raindance Common Stock for their approvaladoption. (iii) Neither the execution and delivery of this Agreement by SBC or SNBit, nor the consummation by either of them it of the transactions contemplated hereby, nor compliance by them it with any of the provisions hereof, will (A) violate conflict with or result in a breach of any provision of their respective its Organizational Documents, or (B) 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 assets of it or its Subsidiaries under, any Contract or PermitPermit of it or its Subsidiaries that is filed as an exhibit to its SEC Reports or that is listed in Section 3.3(l) of its Disclosure Letter or that is otherwise material to its, and its Subsidiaries' business, taken as a whole, or (C) subject to receipt of the Required Consents and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC it or SNB its Subsidiaries or any of their respective material assets. (iv) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the expiration or termination of the required waiting period under the HSR Act, (B) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any Benefit Plans, and (C) as set forth in Section 3.3(b)(iv)(C) of its Disclosure Letter, no notice to, filing with, or Consent of, any Governmental Authority is necessary in connection with the execution, delivery or performance of this Agreement and the consummation by it of the Merger and the other transactions contemplated by this Agreement.

Authority; No Breach of Agreement. (i) SBC Dxxxxxxx and SNB the Bank each have has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and and, in the case of SNBthe Bank, its sole shareholder), subject only to the Dxxxxxxx Shareholder Approval and such regulatory approvals as are required by law. Assuming Subject to the Dxxxxxxx Shareholder Approval and assuming due authorization, execution execution, and delivery of this Agreement by Professional each of SBC and the BankSNB, this Agreement represents a legal, valid valid, and binding obligation of each of SBC Dxxxxxxx and SNB, the Bank enforceable against each of SBC Dxxxxxxx and SNB, the Bank in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium or similar and other Laws affecting the enforcement of creditors’ rights generally or the rights of creditors of insured depository institutions, and (B) 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). (ii) SBC’s and SNB’s Boards As of the date hereof, Dxxxxxxx’x Board of Directors have has (A) by the affirmative vote of at least a majority of the entire Board of Directors of Dxxxxxxx duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) determined that this Agreement and the transactions contemplated hereby, including the Bank Merger, are advisable and in the best interests of Dxxxxxxx and the holders of Dxxxxxxx Common Stock; (C) subject to Section 4.5Sections 4.5(a) and 4.12, resolved to recommend adoption and approval of the issuance of this Agreement, the Merger Consideration by and the other transactions contemplated hereby, including the Bank Merger, to the holders of SBC shares of Dxxxxxxx Common Stock (such recommendation recommendations being the “SBC Dxxxxxxx Directors’ Recommendation”); and (CD) subject to Section 4.5Sections 4.5(a) and 4.12, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Dxxxxxxx Common Stock for their approvaladoption; and (E) no Knowledge of any fact, event or circumstance that would cause any beneficial holder of five percent (5%) or more of the outstanding shares of Dxxxxxxx Common Stock to vote against the adoption of this Agreement, the Merger and the other transactions contemplated hereby, including the Bank Merger. (iii) The Bank’s Board of Directors has, by the affirmative vote of all directors voting, which constitutes at least a majority of the entire Board of Directors of the Bank, duly approved and declared advisable this Agreement, the Bank Merger Agreement, the Bank Merger and the other transactions contemplated thereby. (iv) Neither the execution and delivery of this Agreement or the Bank Merger Agreement by SBC or SNB, it nor the consummation by either of them it of the transactions contemplated herebyhereby or thereby, nor compliance by them it with any of the provisions hereofhereof or thereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective its Organizational Documents, or (B) 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 under, assets of Dxxxxxxx or any of its Subsidiaries under any Contract or Permit, or (C) subject to receipt of the Required Consents Regulatory Consent and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC Dxxxxxxx or SNB its Subsidiaries or any of their respective material assets. (v) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the Regulatory Consents, (B) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any Benefit Plans, (C) filing of the Articles of Merger with the Secretary of State of the State of Florida as required by the FBCA and (D) as set forth in Section 3.3(b)(v)(D) of the Company Disclosure Letter, no order of, notice to, filing with, or Consent of, any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement and the consummation by Dxxxxxxx and the Bank of the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Authority; No Breach of Agreement. (i) SBC and SNB each have the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and in the case of SNB, its sole shareholder). Assuming due authorization, execution and delivery of this Agreement by Professional Dxxxxxxx and the Bank, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, enforceable against each of SBC and SNB, in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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). (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iii) Neither the execution and delivery of this Agreement by SBC or SNB, nor the consummation by either of them of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (A) violate conflict with or result in a breach of any provision of their respective Organizational Documents, or (B) 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 under, any Contract or Permit, or (C) subject to receipt of the Required Consents and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC or SNB or any of their respective material assets.

Authority; No Breach of Agreement. (i) SBC and SNB each have Merchants has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its Merchants’ duly constituted Board of Directors Directors), subject only to the Merchants Stockholder Approval. This Agreement has been duly executed and in the case of SNBdelivered by Merchants and, its sole shareholder). Assuming assuming due authorization, execution execution, and delivery of this Agreement by Professional and the BankCommunity, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, Merchants enforceable against each of SBC and SNB, Merchants in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium conservatorship and other Laws now or similar Laws hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (B) general equitable principles 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). (ii) SBC’s and SNB’s Boards Merchants’ Board of Directors have has unanimously: (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, determined that this Agreement and the transactions contemplated hereby are in the best interests of Merchants and the holders of Merchants Common Stock; (C) resolved to recommend approval of the issuance of the Merger Consideration by that the holders of SBC Merchants Common Stock adopt this Agreement (such recommendation being the “SBC Merchants Directors’ Recommendation”); and (CD) subject to Section 4.5, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Merchants Common Stock for their approvaladoption. (iii) Merchants Bank’s Board of Directors has unanimously approved and declared advisable the Bank Merger Agreement, the Bank Merger and the other transactions contemplated hereby and thereby. (iv) The Merchants Stockholder Approval is the only vote of the holders of any class or series of Merchants’ capital stock or other securities required by applicable Law in connection with the consummation of the Merger. No vote of the holders of any class or series of Merchants’ capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by Merchants other than the Merger. (v) Neither the execution and delivery of this Agreement or the Bank Merger Agreement by SBC Merchants or SNBMerchants Bank, as applicable, nor the consummation by either of them of the transactions contemplated herebyhereby or thereby, nor compliance by either of them with any of the provisions hereofhereof or thereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective the Organizational DocumentsDocuments of Merchants or any of its Subsidiaries, or (B) constitute or violate, conflict with, result in a Default breach of any provision of or the loss of any benefit under, constitute a default (or require any Consent pursuant toan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien on (other than Permitted Liens) upon any material asset of the respective properties or assets of Merchants or any of its Subsidiaries under, any Contract of the terms, conditions or Permitprovisions of any note, bond, mortgage, indenture, deed of trust, license, lease, Contract, Permit or other instrument or obligation to which Merchants or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, or (C) subject to receipt of the Required Consents Requisite Regulatory Approvals and the expiration of any waiting period required by LawLaw as described in clause (vi) below, violate any Law or Order applicable to SBC Merchants or SNB its Subsidiaries or any of their respective material assets, except, in the case of clauses (B) and (C), as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Merchants. (vi) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the Requisite Regulatory Approvals, (B) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL and (C) as set forth in Section 3.2(b)(vi)(C) of the Merchants Disclosure Letter, no Order of, or Consent of, to or with, any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement or the Bank Merger Agreement by Merchants or Merchants Bank, as applicable, or the consummation by Merchants or Merchants Bank, as applicable, of the Merger, the Bank Merger and the other transactions contemplated by this Agreement and the Bank Merger Agreement.

Authority; No Breach of Agreement. (i) SBC and SNB each have The Company has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its the Company’s duly constituted Board of Directors Directors), subject only to the Company Stockholder Approval. This Agreement has been duly executed and in delivered by the case of SNBCompany and, its sole shareholder). Assuming assuming due authorization, execution execution, and delivery of this Agreement by Professional Parent and the BankMerger Sub, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, the Company enforceable against each of SBC and SNB, the Company in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium conservatorship and other Laws now or similar Laws hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (B) general equitable principles 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). (ii) SBCThe Company’s and SNB’s Boards Board of Directors have has: (A) by the unanimous vote of the entire Board of Directors duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject determined that this Agreement and the transactions contemplated hereby are fair to Section 4.5, and in the best interests of the Company and the holders of Company Common Stock; (C) resolved to recommend approval of the issuance of the Merger Consideration by that the holders of SBC Company Common Stock approve this Agreement (such recommendation being the “SBC Company Directors’ Recommendation”); and (CD) subject to Section 4.5, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Company Common Stock for their approval. (iii) The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities required by applicable Law in connection with the consummation of the Merger. No vote of the holders of any class or series of the Company’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by the Company other than the Merger. (iv) Neither the execution and delivery of this Agreement by SBC or SNBthe Company, nor the consummation by either of them the Company of the transactions contemplated hereby, nor compliance by them the Company with any of the provisions hereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective the Organizational DocumentsDocuments of the Company or any of its Subsidiaries, or (B) constitute or except as set forth in Section 3.2(b)(iv) of the Company Disclosure Letter, violate, conflict with, result in a Default breach of any provision of or the loss of any benefit under, constitute a default (or require any Consent pursuant toan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien on (other than Permitted Liens) upon any material asset of the respective properties or assets of the Company or any of its Subsidiaries under, any Contract of the terms, conditions or Permitprovisions of any Material Contract, or (C) subject to receipt of the Required Consents Requisite Regulatory Approvals and the expiration of any waiting period required by LawLaw as described in clause (v) below, violate any Law or Order applicable to SBC the Company or SNB its Subsidiaries or any of their respective material assets. (v) Other than (A) the expiration or termination of the waiting period under the HSR Act, (B) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DLLCA, (C) the filing of the Articles of Merger with the Secretary of the Commonwealth of the Commonwealth of Massachusetts as required by the MBCA and (D) as set forth in Section 3.2(b)(v)(D) of the Company Disclosure Letter, no Order of, or Consent of, to or with, any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the Merger and the other transactions contemplated by this Agreement.

Authority; No Breach of Agreement. (i) SBC and SNB each have The Company has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors Directors), subject only to the Company Shareholder Approval and in such regulatory approvals as are required by law. Subject to the case of SNBCompany Shareholder Approval, its sole shareholder). Assuming and assuming due authorization, execution execution, and delivery of this Agreement by Professional each of SBC and the BankSNB, this Agreement represents a legal, valid valid, and binding obligation of each of SBC and SNB, the Company enforceable against each of SBC and SNB, the Company in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium or similar and other Laws affecting the enforcement of creditors’ rights generally or the rights of creditors of insured depository institutions, and (B) 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). (ii) SBCAs of the date hereof, the Company’s and SNB’s Boards Board of Directors have has (A) by the affirmative vote of at least a majority of the entire Board of Directors of the Company duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Company and the holders of Company Common Stock; (C) resolved to recommend adoption and approval of the issuance of this Agreement, the Merger Consideration by and the other transactions contemplated hereby to the holders of SBC shares of Company Common Stock (such recommendation recommendations being the “SBC Company Directors’ Recommendation”); and (CD) subject to Section 4.5, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Company Common Stock for their approval. adoption; and (E) no Knowledge of any fact, event or circumstance that would cause any beneficial holder of five percent (5%) or more of the outstanding shares of Company Common Stock to vote against the adoption of this Agreement, the Merger and the other transactions contemplated hereby. (iii) Neither Except as set forth in Section 3.3(b)(iii) of the Company Disclosure Letter, neither the execution and delivery of this Agreement by SBC or SNB, the Company nor the consummation by either of them it of the transactions contemplated hereby, nor compliance by them it with any of the provisions hereofhereof or thereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective its Organizational Documents, or (B) 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 under, assets of the Company under any Contract or Permit, or (C) subject to receipt of the Required Consents Regulatory Consent and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC or SNB the Company or any of their respective its material assets.

Authority; No Breach of Agreement. (i) SBC and SNB each have Community has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The Assuming the accuracy of the representations and warranties set forth in Section 3.2(dd), the execution, delivery, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its Community’s duly constituted Board of Directors and in the case of SNB, its sole shareholderDirectors). Assuming due authorization, execution and delivery of this Agreement by Professional and the BankSteuben, this Agreement represents a legal, valid and binding obligation of each of SBC and SNBCommunity, enforceable against each of SBC and SNB, Community in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium conservatorship and other Laws now or similar Laws hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (B) general equitable principles, 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). (ii) SBCCommunity’s and SNB’s Boards Board of Directors have (A) has duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5. Community Bank’s Board of Directors has duly approved and declared advisable the Bank Merger Agreement, resolved to recommend approval of the issuance of Bank Merger and the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); other transactions contemplated hereby and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approvalthereby. (iii) Neither the execution and delivery of this Agreement or the Bank Merger Agreement by SBC Community or SNBCommunity Bank, as applicable, nor the consummation by either of them of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective the Organizational DocumentsDocuments of Community or Community Bank, or (B) constitute or violate, conflict with, result in a Default breach of any provision of or the loss of any benefit under, constitute a default (or require any Consent pursuant toan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien on (other than Permitted Liens) upon any material asset of the respective properties or assets of Community or any of its Subsidiaries under, any Contract of the terms, conditions or Permitprovisions of any note, bond, mortgage, indenture, deed of trust, license, lease, Contract, Permit or other instrument or obligation to which Community or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, or (C) subject to receipt of the Required Consents Requisite Regulatory Approvals and the expiration of any waiting period required by LawLaw as described in clause (iv) below, violate any Law or Order applicable to SBC Community or SNB Community Bank or any of their respective material assets, except, in the case of clauses (B) and (C), as individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of Community to perform its obligations under this Agreement or to timely consummate the Merger. (iv) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (B) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (C) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.3(b)(iv)(C) of the Community Disclosure Letter or Section 3.2(b)(vi) of the Steuben Disclosure Letter and approval of such applications, filings or notices, (D) the filing of the Certificates of Merger with the New York Secretary pursuant to the NYBCL and the Delaware Secretary pursuant to the DGCL and (E) as otherwise set forth in Section 3.3(b)(iv)(E) of the Community Disclosure Letter, no Order of, or Consent of, to or with any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement or the Bank Merger Agreement by Community or Community Bank, as applicable, or the consummation by Community or Community Bank, as applicable, of the Merger, the Bank Merger and the other transactions contemplated by this Agreement and the Bank Merger Agreement.

Authority; No Breach of Agreement. (ia) SBC and SNB each have Park Meridian has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its Park Meridian's duly constituted Board of Directors and Directors) in respect thereof on the case part of SNBPark Meridian, its sole shareholder). Assuming due authorization, execution and delivery subject to the approval of this Agreement by Professional the holders of a majority of the outstanding shares of Park Meridian Common Stock, which is the only stockholder vote required for approval of this Agreement and consummation of the BankMerger by Park Meridian. Subject to such requisite stockholder approval, this Agreement (which for this purpose only does not include the Stock Option Agreement) represents a legal, valid valid, and binding obligation of each of SBC and SNBPark Meridian, enforceable against each of SBC and SNB, Park Meridian in accordance with its terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium moratorium, or similar Laws affecting the enforcement of creditors’ ' rights generally and (B) 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). (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iiib) Neither the execution and delivery of this Agreement by SBC or SNBPark Meridian, nor the consummation by either of them Park Meridian of the transactions contemplated hereby, nor compliance by them Park Meridian with any of the provisions hereof, will (Ai) violate conflict with or result in a breach of any provision of their respective Organizational DocumentsPark Meridian's Articles of Incorporation or Bylaws, or (Bii) 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 Asset of any Park Meridian Company under, any Contract or PermitPermit of any Park Meridian Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Park Meridian, or (Ciii) subject to receipt of the Required requisite Consents and the expiration referred to in Section 9.1(b) of any waiting period required by Lawthis Agreement, violate any Law or Order applicable to SBC or SNB any Park Meridian Company or any of their respective material assetsMaterial Assets, which violation is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Park Meridian. (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 Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Park Meridian, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Park Meridian of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach of Agreement. (i) SBC and SNB each have The Company has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors Directors), subject only to the Company Shareholder Approval and in such regulatory approvals as are required by law. Subject to the case of SNB, its sole shareholder). Assuming Company Shareholder Approval and assuming due authorization, execution execution, and delivery of this Agreement by Professional each of Parent and the BankMerger Sub, this Agreement represents a legal, valid valid, and binding obligation of each of SBC and SNB, the Company enforceable against each of SBC and SNB, the Company in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium and other laws now or similar Laws hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and or the rights of creditors of insured depository institutions, (B) general equitable principles and (C) laws relating to the safety and soundness of insured depository institutions, and except that no representation is made as to the effect or availability of equitable remedies or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law) 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). (ii) SBCAs of the date hereof, the Company’s and SNB’s Boards Board of Directors have has (A) by the affirmative vote of all directors voting, which constitute at least a majority of the entire Board of Directors of the Company, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Company and the holders of Company Common Stock; (C) resolved to recommend approval adoption of the issuance of this Agreement, the Merger Consideration by and the other transactions contemplated hereby to the holders of SBC shares of Company Common Stock (such recommendation recommendations being the “SBC Company Directors’ Recommendation”); and (CD) subject to Section 4.5, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Company Common Stock for their approvaladoption. (iii) Neither the execution and delivery of this Agreement by SBC or SNB, the Company nor the consummation by either of them the Company of the transactions contemplated hereby, nor compliance by them it with any of the provisions hereofhereof or thereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective the Company’s or its Subsidiaries’ Organizational Documents, or (B) 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 assets of the Company or its Subsidiaries under, any Contract or Permit, or (C) subject to receipt of the Required Regulatory Consents and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC the Company or SNB its Subsidiaries or any of their respective material assets. (iv) Other than (A) the Regulatory Consents and (B) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any Benefit Plans, no notice to, filing with, or Consent of, any Governmental Authority is necessary in connection with the execution, delivery or performance of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement.

Authority; No Breach of Agreement. (i) SBC Holding and SNB the Bank each have has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and and, in the case of SNBthe Bank, its sole shareholder), subject only to the Holding Shareholder Approval and such regulatory approvals as are required by law. Assuming Subject to the Holding Shareholder Approval and assuming due authorization, execution execution, and delivery of this Agreement by Professional each of SBC and the BankSNB, this Agreement represents a legal, valid valid, and binding obligation of each of SBC Holding and SNB, the Bank enforceable against each of SBC Holding and SNB, the Bank in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium and other laws now or similar Laws hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and or the rights of creditors of insured depository institutions, (B) general equitable principles and (C) laws relating to the safety and soundness of insured depository institutions, and except that no representation is made as to the effect or availability of equitable remedies or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law) 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). (ii) SBCAs of the date hereof, Holding’s and SNB’s Boards Board of Directors have has (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Holding and the holders of Holding Stock; (C) resolved to recommend approval adoption of the issuance of this Agreement, the Merger Consideration by and the other transactions contemplated hereby to the holders of SBC Common shares of Holding Stock (such recommendation recommendations being the “SBC Holding Directors’ Recommendation”); and (CD) subject to Section 4.5, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Common Holding Stock for their approvaladoption. (iii) The Bank’s Board of Directors has duly approved and declared advisable the Bank Merger Agreement, the Bank Merger and the other transactions contemplated hereby and thereby. (iv) Neither the execution and delivery of this Agreement or the Bank Merger Agreement by SBC or SNB, it nor the consummation by either of them it of the transactions contemplated herebyhereby or thereby, nor compliance by them it with any of the provisions hereofhereof or thereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective its Organizational Documents, or (B) except as set forth in Section 3.3(b)(iv) of the Company Disclosure Letter, 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 assets of Holding or its Subsidiaries under, any Contract or Permit, or (C) subject to receipt of the Required Consents Regulatory Consent and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC Holding or SNB its Subsidiaries or any of their respective material assets. (v) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the Regulatory Consents, (B) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any Benefit Plans, and (C) as set forth in Section 3.3(b)(v)(C) of the Company Disclosure Letter, no notice to, filing with, or Consent of, any Governmental Authority is necessary in connection with the execution, delivery or performance of this Agreement and the consummation by it of the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Authority; No Breach of Agreement. (i) SBC and SNB each have has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and in the case of SNB, its sole shareholder). Assuming due authorization, execution and delivery of this Agreement by Professional Holdings and the Bank, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, enforceable against each of SBC and SNB, SNB in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium conservatorship and other Laws now or similar Laws hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or the rights of creditors of insured depository institutions and (B) general equitable principles, 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). (ii) SBC’s and SNB’s Boards Board of Directors have (A) has duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5. SNB’s Board of Directors has duly approved and declared advisable the Bank Merger Agreement, resolved to recommend approval of the issuance of Bank Merger and the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); other transactions contemplated hereby and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approvalthereby. (iii) Neither the execution and delivery of this Agreement by SBC or SNB, nor the consummation by either of them of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective the Organizational DocumentsDocuments of SBC or SNB, or (B) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien (other than Permitted Liens) on any material asset under, any Contract or Permit, or (C) subject to receipt of the Required Regulatory Consents and the expiration of any waiting period required by LawLaw as described in clause (iv) below, violate any Law or Order applicable to SBC or SNB or any of their respective material assets, except, in the case of clauses (B) and (C), as individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of SBC and SNB to perform their obligations under this Agreement or to timely consummate the Merger. (iv) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the Regulatory Consents, (B) the filing of the Articles of Merger with the Secretary of State of the State of Florida as required by the FBCA and (C) as set forth in Section 3.3(b)(iv)(C) of the Seacoast Disclosure Letter, no order of, notice to, filing with, or Consent of, any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement or the Bank Merger Agreement by SBC or SNB or the consummation by SBC or SNB of the Merger, the Bank Merger and the other transactions contemplated by this Agreement and the Bank Merger Agreement.

Authority; No Breach of Agreement. (i) SBC and SNB each have Community has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The Assuming the accuracy of the representations and warranties set forth in Section 3.2(dd), the execution, delivery, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its Community’s duly constituted Board of Directors and in the case of SNB, its sole shareholderDirectors). Assuming due authorization, execution and delivery of this Agreement by Professional and the BankMerchants, this Agreement represents a legal, valid and binding obligation of each of SBC and SNBCommunity, enforceable against each of SBC and SNB, Community in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium conservatorship and other Laws now or similar Laws hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (B) general equitable principles, 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). (ii) SBCCommunity’s and SNB’s Boards Board of Directors have (A) has duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5. Community Bank’s Board of Directors has duly approved and declared advisable the Bank Merger Agreement, resolved to recommend approval of the issuance of Bank Merger and the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); other transactions contemplated hereby and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approvalthereby. (iii) Neither the execution and delivery of this Agreement or the Bank Merger Agreement by SBC Community or SNBCommunity Bank, as applicable, nor the consummation by either of them of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective the Organizational DocumentsDocuments of Community or Community Bank, or (B) constitute or violate, conflict with, result in a Default breach of any provision of or the loss of any benefit under, constitute a default (or require any Consent pursuant toan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien on (other than Permitted Liens) upon any material asset of the respective properties or assets of Community or any of its Subsidiaries under, any Contract of the terms, conditions or Permitprovisions of any note, bond, mortgage, indenture, deed of trust, license, lease, Contract, Permit or other instrument or obligation to which Community or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, or (C) subject to receipt of the Required Consents Requisite Regulatory Approvals and the expiration of any waiting period required by LawLaw as described in clause (iv) below, violate any Law or Order applicable to SBC Community or SNB Community Bank or any of their respective material assets, except, in the case of clauses (B) and (C), as individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of Community to perform its obligations under this Agreement or to timely consummate the Merger. (iv) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the Requisite Regulatory Approvals, (B) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL and (C) as set forth in Section 3.3(b)(iv)(C) of the Community Disclosure Letter, no Order of, or Consent of, to or with any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement or the Bank Merger Agreement by Community or Community Bank, as applicable, or the consummation by Community or Community Bank, as applicable, of the Merger, the Bank Merger and the other transactions contemplated by this Agreement and the Bank Merger Agreement.

Authority; No Breach of Agreement. (i) SBC and SNB each have the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and in the case of SNB, its sole shareholder). Assuming due authorization, execution and delivery of this Agreement by Professional Fourth Street and the Bank, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, enforceable against each of SBC and SNB, in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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). (ii) SBC’s and SNB’s Boards of Directors have (A) has duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5. SNB’s Board of Directors has, resolved to recommend approval by the affirmative vote of all directors voting, which constitute at least a majority of the issuance entire Board of Directors of SNB, duly approved and declared advisable the Bank Merger Consideration by Agreement, the holders of SBC Common Stock (such recommendation being Bank Merger and the “SBC Directors’ Recommendation”); other transactions contemplated hereby and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approvalthereby. (iii) Neither the execution and delivery of this Agreement by SBC or SNB, nor the consummation by either of them of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (A) violate conflict with or result in a breach of any provision of their respective Organizational Documents, or (B) 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 under, any Contract or Permit, or (C) subject to receipt of the Required Consents and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC or SNB or any of their respective material assets.

Authority; No Breach of Agreement. (i) SBC and SNB each have the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and in the case of SNB, its sole shareholder). Assuming due authorization, execution and delivery of this Agreement by Professional NorthStar and the Bank, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, enforceable against each of SBC and SNB, in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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). (ii) SBC’s and SNB’s Boards of Directors have (A) has duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Ban Merger Agreement and the Bank Merger; (B) subject to Section 4.5. SNB’s Board of Directors has, resolved to recommend approval by the affirmative vote of all directors voting, which constitute at least a majority of the issuance entire Board of Directors of SNB, duly approved and declared advisable the Bank Merger Consideration by Agreement, the holders of SBC Common Stock (such recommendation being Bank Merger and the “SBC Directors’ Recommendation”); other transactions contemplated hereby and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approvalthereby. (iii) Neither the execution and delivery of this Agreement by SBC or SNB, nor the consummation by either of them of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (A) violate conflict with or result in a breach of any provision of their respective Organizational Documents, or (B) 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 under, any Contract or Permit, or (C) subject to receipt of the Required Consents and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC or SNB or any of their respective material assets.

Authority; No Breach of Agreement. (ia) SBC and SNB each have PBI has the corporate power and authority necessary to execute, deliver and, upon obtaining all necessary approvals from its stockholders and appropriate Regulatory Authorities, to perform its obligations under this Agreement and effect the Plan of Merger and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery, delivery and performance of this AgreementAgreement and the Plan of Merger, as appropriate, and the consummation of the transactions contemplated hereby herein and therein, including the Merger, have been duly and validly authorized by all necessary corporate actionaction in respect thereof on the part of PBI, subject to the SBC Shareholder Approval (including valid authorization and adoption approval of this Agreement and the Plan of Merger by its duly constituted Board the requisite vote of Directors and in holders of the case outstanding shares of SNBPBI Common Stock, its sole shareholder). Assuming due authorization, execution and delivery which is the only shareholder vote required for approval of this Agreement by Professional and the BankPlan of Merger and consummation of the Merger by PBI. Subject to the receipt of such requisite shareholder approval, this Agreement represents a legal, valid and binding obligation of each of SBC and SNBPBI, enforceable against each of SBC and SNB, PBI in accordance with its terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws laws affecting the enforcement of creditors’ ' rights generally and (B) except that the availability of the equitable remedy of specific performance or injunctive relief and other equitable remedies is subject to the discretion of the court before which any proceeding may be brought). (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iiib) Neither the execution and delivery of this Agreement or the Plan of Merger, as appropriate, by SBC or SNBPBI, nor the consummation by either of them PBI of the transactions contemplated herebyhereby or thereby, nor compliance by them PBI with any of the provisions hereof, hereof or thereof will (Ai) violate conflict with or result in a breach of any provision of their respective Organizational DocumentsPBI's Articles of Incorporation or Bylaws, or (Bii) except as disclosed in Section 4.2(b) of the PBI Disclosure Letter, constitute or result in a Default under, or require any Consent (other than shareholder approval) pursuant to, or result in the creation of any Lien on any material asset Asset of any PBI Company under, any Contract or PermitPermit of any PBI Company except as is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on PBI, or (Ciii) subject to receipt of the Required requisite Consents and the expiration referred to in Section 7.3 of any waiting period required by Lawthis Agreement, violate any Law or Order applicable to SBC or SNB any PBI Company or any of their respective material assetsits assets except as is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on PBI. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws, the rules of the American Stock Exchange and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any PBI Employee Plans or under the HSR Act, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on PBI, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by PBI of the Merger and the other transactions contemplated in this Agreement and the Plan of Merger. (d) No PBI Company is a party to, or subject to, or bound by, any agreement or judgment, order, letter of understanding, writ, prohibition, injunction or decree of any court or other governmental body of competent jurisdiction, or any law which would prevent the execution and delivery of this Agreement and the Plan of Merger by PBI, or the consummation of the transactions contemplated hereby and thereby, and no action or proceeding is pending against any PBI Company in which the validity of this Agreement, the transactions contemplated hereby or any action which has been taken by any of such Parties in connection herewith or in connection with the transaction contemplated hereby is at issue.

Authority; No Breach of Agreement. (ia) SBC and SNB each have Valley has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and the Plan of Merger and to consummate the transactions contemplated herebyhereby and thereby, including the Merger. The execution, delivery, and performance of this AgreementAgreement and the Plan of Merger, and the consummation of the transactions contemplated hereby herein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement and the Plan of Merger by its Valley's duly constituted Board of Directors and Directors) in respect thereof on the case part of SNBValley, its sole shareholder). Assuming due authorization, execution and delivery subject to the approval of this Agreement by Professional and the BankPlan of Merger by the holders of two-thirds of the outstanding shares of Valley Common Stock, which is the only stockholder vote required for approval of this Agreement, the Plan of Merger and the consummation of the Merger by Valley. Subject to such requisite stockholder approval, this Agreement represents a and the Plan of Merger represent legal, valid valid, and binding obligation obligations of each of SBC and SNBValley, enforceable against each of SBC and SNB, Valley in accordance with its their respective terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium moratorium, or similar Laws affecting the enforcement of creditors’ ' rights generally and (B) 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). (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iiib) Neither the execution and delivery of this Agreement and the Plan of Merger by SBC or SNBValley, nor the consummation by either of them Valley of the transactions contemplated herebyhereby or thereby, nor compliance by them Valley with any of the provisions hereofhereof or thereof, will (Ai) violate conflict with or result in a breach of any provision of their respective Organizational DocumentsValley's Articles of Incorporation or Bylaws, or (Bii) 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 Asset of any Valley Company under, any Contract or PermitPermit of any Valley Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Valley, or (Ciii) subject to receipt of the Required requisite Consents and the expiration referred to in Section 9.1(b) of any waiting period required by Lawthis Agreement, violate any Law or Order applicable to SBC or SNB any Valley Company or any of their respective material assetsAssets, which violation is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Valley. (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 Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Valley, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Valley of the Merger and the other transactions contemplated in this Agreement or the Plan of Merger.

Authority; No Breach of Agreement. (ia) SBC and SNB each have Enterprise has the corporate power and corporate authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its Enterprise’s duly constituted Board of Directors and two-thirds of the “Continuing Directors” of Enterprise, as defined in Enterprise’s charter) in respect thereof on the case part of SNBEnterprise, its sole shareholder). Assuming due authorization, execution and delivery subject to the approval of this Agreement by Professional and the Bankholders of a majority of the outstanding shares of Enterprise Common Stock (the “Required Shareholder Approval”). Subject to receipt of the Required Shareholder Approval, this Agreement represents a legal, valid and binding obligation of each of SBC and SNBEnterprise, enforceable against each of SBC and SNB, Enterprise in accordance with its terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally rights, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances and (B) preferential transfers and except that for the availability limitations imposed by general principles of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be broughtequity and commercial reasonableness). (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iiib) Neither the execution and delivery of this Agreement by SBC or SNBEnterprise, nor the consummation by either of them Enterprise of the transactions contemplated hereby, nor compliance by them Enterprise with any of the provisions hereof, will (Ai) violate conflict with or result in a breach of any provision of their respective Organizational DocumentsEnterprise’s Charter or Bylaws, or (Bii) 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 Asset of any Enterprise Company under, any Contract or PermitPermit of any Enterprise Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Enterprise, or (Ciii) subject to receipt of the Required requisite Consents and the expiration referred to in Section 9.1(b) of any waiting period required by Lawthis Agreement, violate any Law or Order applicable to SBC or SNB any Enterprise Company or any of their respective material assetsMaterial Assets, which violation is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Enterprise. (c) Other than Consents required from Regulatory Authorities, and other than notices to or filings with (i) the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any employee benefit plans and (ii) the filing and recording of the Mississippi Articles of Merger in accordance with the MBCA and the Tennessee Articles of Merger in accordance with the TBCA, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Enterprise, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Enterprise of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach of Agreement. (i) SBC and SNB each have the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and in the case of SNB, its sole shareholder). Assuming due authorization, execution and delivery of this Agreement by Professional Holding and the Bank, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, enforceable against each of SBC and SNB, in accordance with its terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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). (ii) SBC’s and SNB’s Boards Board of Directors have (A) has duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5. SNB’s Board of Directors has duly approved and declared advisable the Bank Merger Agreement, resolved to recommend approval of the issuance of Bank Merger and the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); other transactions contemplated hereby and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approvalthereby. (iii) Neither the execution and delivery of this Agreement by SBC or SNB, nor the consummation by either of them of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective Organizational Documents, or (B) 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 under, any Contract or Permit, or (C) subject to receipt of the Required Consents and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC or SNB or any of their respective material assets.

Authority; No Breach of Agreement. (i) SBC Holding and SNB the Bank each have has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and and, in the case of SNBthe Bank, its sole shareholder), subject only to the Holding Shareholder Approval and such regulatory approvals as are required by law. Assuming Subject to the Holding Shareholder Approval and assuming due authorization, execution execution, and delivery of this Agreement by Professional each of SBC and the BankSNB, this Agreement represents a legal, valid valid, and binding obligation of each of SBC Holding and SNB, the Bank enforceable against each of SBC Holding and SNB, the Bank in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium and other laws now or similar Laws hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and or the rights of creditors of insured depository institutions, (B) general equitable principles and (C) laws relating to the safety and soundness of insured depository institutions, and except that no representation is made as to the effect or availability of equitable remedies or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law) 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). (ii) SBCAs of the date hereof, Holding’s and SNB’s Boards Board of Directors have has (A) by the affirmative vote of all directors voting, which constitutes at least a majority of the entire Board of Directors of Holding, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Holding and the holders of Holding Stock; (C) resolved to recommend approval adoption of the issuance of this Agreement, the Merger Consideration by and the other transactions contemplated hereby to the holders of SBC Common shares of Holding Stock (such recommendation recommendations being the “SBC Holding Directors’ Recommendation”); and (CD) subject to Section 4.5, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Common Holding Stock for their approvaladoption. (iii) The Bank’s Board of Directors has, by the affirmative vote of all directors voting, which constitutes at least a majority of the entire Board of Directors of Holding, duly approved and declared advisable the Bank Merger Agreement, the Bank Merger and the other transactions contemplated hereby and thereby. (iv) Neither the execution and delivery of this Agreement or the Bank Merger Agreement by SBC or SNB, it nor the consummation by either of them it of the transactions contemplated herebyhereby or thereby, nor compliance by them it with any of the provisions hereofhereof or thereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective its Organizational Documents, or (B) except as set forth in Section 3.3(b)(iv) of the Company Disclosure Letter, 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 assets of Holding or its Subsidiaries under, any Contract or Permit, or (C) subject to receipt of the Required Consents Regulatory Consent and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC Holding or SNB its Subsidiaries or any of their respective material assets. (v) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the Regulatory Consents, (B) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any Benefit Plans, and (C) as set forth in Section 3.3(b)(v)(C) of the Company Disclosure Letter, no notice to, filing with, or Consent of, any Governmental Authority is necessary in connection with the execution, delivery or performance of this Agreement and the consummation by it of the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Authority; No Breach of Agreement. (i) SBC and SNB each have Elmira has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, including the Second Step Merger Agreement and the Second Step Merger, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption approval of this Agreement by its Elmira’s duly constituted Board of Directors Directors), subject only to the Elmira Shareholder Approval. This Agreement has been duly executed and in the case of SNBdelivered by Elmira and, its sole shareholder). Assuming assuming due authorization, execution execution, and delivery of this Agreement by Professional Community and the BankMerger Sub, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, Elmira enforceable against each of SBC and SNB, Elmira in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium conservatorship and other Laws now or similar Laws hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (B) general equitable principles 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). (ii) SBCElmira’s and SNB’s Boards Board of Directors have has: (A) duly approved and declared advisable this Agreement and the First Step Merger and the other transactions contemplated hereby, including the Bank Second Step Merger Agreement and the Bank Second Step Merger; (B) subject determined that this Agreement and the transactions contemplated hereby are fair to Section 4.5, and in the best interests of Elmira and the holders of Elmira Common Stock; (C) resolved to recommend approval of the issuance of the Merger Consideration by that the holders of SBC Elmira Common Stock approve this Agreement (such recommendation being the “SBC Elmira Directors’ Recommendation”); and (CD) subject to Section 4.5, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Elmira Common Stock for their approval. (iii) The Elmira Shareholder Approval is the only vote of the holders of any class or series of Elmira’s capital stock or other securities required by applicable Law in connection with the consummation of the First Step Merger. No vote of the holders of any class or series of Elmira’s capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by Elmira other than the First Step Merger. (iv) Neither the execution and delivery of this Agreement or the Second Step Merger Agreement by SBC or SNBElmira, nor the consummation by either of them of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective the Organizational DocumentsDocuments of Elmira or any of its Subsidiaries, or (B) constitute or except as set forth in Section 3.2(b)(iv) of the Elmira Disclosure Letter, violate, conflict with, result in a Default breach of any provision of or the loss of any benefit under, constitute a default (or require any Consent pursuant toan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien on (other than Permitted Liens) upon any material asset of the respective properties or assets of Elmira or any of its Subsidiaries under, any Contract of the terms, conditions or Permitprovisions of any note, bond, mortgage, indenture, deed of trust, license, lease, Contract, Permit or other instrument or obligation to which Elmira or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, or (C) subject to receipt of the Required Consents Requisite Regulatory Approvals and the expiration of any waiting period required by LawLaw as described in clause (v) below, violate any Law or Order applicable to SBC Elmira or SNB its Subsidiaries or any of their respective material assets, except, in the case of clauses (B) and (C), as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the ability of Elmira to perform its obligations under this Agreement or to timely consummate the First Step Merger. (v) Except for (A) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (B) the filing of applications, filings and notices, as applicable, with the OCC, including under the Bank Merger Act, and approval of such applications, notices and filings, (C) filings with the FDIC, if required, under the Bank Merger Act with respect to the First Step Merger if Merger Sub has assigned its rights and responsibilities under this agreement as permitted by Section 7.7, (D) the filing of any required applications, notices or filings with any state banking authorities listed on Section 3.2(b)(v)(D) of the Elmira Disclosure Letter or Section 3.3(b)(v)(D) of the Community Disclosure Letter and approval of such applications, notices or filings, (E) the filing of the Certificate of Merger with the NYDOS pursuant to the NYBCL, if applicable, and (F) as otherwise set forth in Section 3.2(b)(v)(F) of the Elmira Disclosure Letter, no Order of, or Consent of, to or with, any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement or the Second Step Merger Agreement by Elmira, or the consummation by Elmira of the First Step Merger, the Second Step Merger and the other transactions contemplated by this Agreement and the Second Step Merger Agreement.

Authority; No Breach of Agreement. (i) SBC and SNB each have It has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and the Option Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery, and performance of this AgreementAgreement and the Option Agreements, and the consummation of the transactions contemplated hereby and thereby, including the Merger, by it, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and unanimous adoption of this Agreement and valid authorization of the Option Agreements, in each case, by its duly constituted Board of Directors and Directors), subject only to the receipt of (A) in the case of SNBAmSouth, its sole shareholderthe approval of this Agreement by the holders of a majority of the Outstanding shares of AmSouth Common Stock (the “AmSouth Stockholder Approval”), and (B) in the case of Regions, approval of this Agreement by the holders of a majority of the Outstanding shares of Regions Common Stock (the “Regions Stockholder Approval”). Assuming The amendment of the Regions Bylaws as set forth in Section 4.17 has been duly and validly authorized by all necessary corporate action (including valid authorization and unanimous adoption of a resolution, not to be withdrawn, providing for such Regions Bylaws amendment contingent on the Effective Time by Regions’s duly constituted Board of Directors). Subject to the AmSouth Stockholder Approval in the case of AmSouth and the Regions Stockholder Approval in the case of Regions and assuming due authorization, execution execution, and delivery of this Agreement by Professional and the BankOption Agreements by the other Party, this Agreement represents a and the Option Agreements represent legal, valid valid, and binding obligation obligations of each of SBC and SNBit, enforceable against each of SBC and SNB, it in accordance with its their terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and (B) except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The Regions Common Stock to be issued in the Merger, when issued, will be validly issued, fully paid and nonassessable, and no current or past stockholder of Regions will have any preemptive right or similar rights in respect thereof. (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iii) Neither the execution and delivery of this Agreement nor the Option Agreements by SBC or SNBit, nor the consummation by either of them it of the transactions contemplated herebyhereby or thereby, nor compliance by them it with any of the provisions hereofhereof or thereof, will (A) violate conflict with or result in a breach or violation of any provision of their respective its Organizational Documents, or (B) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation or acceleration of any Lien (with or without the giving of notice, the lapse of time or both) on any material asset of it or its Subsidiaries under, any Contract or PermitPermit of it or its Subsidiaries, or any change in the rights or obligations under any Contract, or (C) subject to receipt of the Required Regulatory Consents and the expiration of any waiting period required by Law, violate any Law Law, Order or Order governmental license applicable to SBC it or SNB its Subsidiaries or any of their respective material assets. (iii) In the case of AmSouth only, it has taken all action necessary or appropriate so that the entering into of this Agreement and the AmSouth Option Agreement, and the consummation of the transactions contemplated hereby and thereby (individually or in conjunction with any other event), do not and will not result in the ability of any Person to exercise any rights under the AmSouth Rights Plan or enable or require the AmSouth Shareholder Rights to separate from the shares of AmSouth Common Stock to which they are attached or to be triggered or become exercisable or unredeemable. No “Separation Time” (as such term is defined in the AmSouth Rights Plan) has occurred or will occur as a result of the transactions contemplated hereby. AmSouth has duly adopted an amendment to the AmSouth Rights Plan substantially in the form attached hereto as Exhibit 1. (iv) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the Regulatory Consents, (B) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation (the “PBGC”) or both with respect to any Compensation and Benefit Plans, (C) the filing of the certificate of merger described in Section 1.3 and (D) as set forth in Section 3.3(b)(iv) of its Disclosure Letter, no notice to, application or filing with, or Consent of, any Governmental Authority is necessary in connection with the execution, delivery or performance of this Agreement or the Option Agreements and the consummation by it of the Merger and the other transactions contemplated by this Agreement or the Option Agreements.

Authority; No Breach of Agreement. (i) SBC Holdings and SNB the Bank each have has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and and, in the case of SNBthe Bank, its sole shareholder), subject only to the Holdings Shareholder Approval. Assuming This Agreement has been duly executed and delivered by Holdings and the Bank and, assuming due authorization, execution execution, and delivery of this Agreement by Professional each of SBC and the BankSNB, this Agreement represents a legal, valid and binding obligation of each of SBC Holdings and SNB, the Bank enforceable against each of SBC Holdings and SNB, the Bank in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium conservatorship and other Laws now or similar Laws hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or the rights of creditors of insured depository institutions and (B) general equitable principles 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). (ii) SBC’s and SNB’s Boards Holdings’ Board of Directors have has: (A) by the unanimous vote of the entire Board of Directors, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject determined that this Agreement and the transactions contemplated hereby are fair to Section 4.5, and in the best interests of Holdings and the holders of Holdings Common Stock; (C) resolved to recommend approval of the issuance of this Agreement, the Merger Consideration by and the other transactions contemplated hereby to the holders of SBC Holdings Common Stock (such recommendation recommendations being the “SBC Holdings Directors’ Recommendation”); and (CD) subject to Section 4.5, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC Holdings Common Stock for their approval. (iii) The Bank’s Board of Directors has, by the unanimous vote of the entire Board of Directors, duly approved and declared advisable the Bank Merger Agreement, the Bank Merger and the other transactions contemplated hereby and thereby. (iv) The Holdings Shareholder Approval is the only vote of the holders of any class or series of Holdings’ capital stock or other securities required by applicable Law in connection with the consummation of the Merger. No vote of the holders of any class or series of Holdings’ capital stock or other securities is required in connection with the consummation of any of the transactions contemplated hereby to be consummated by Holdings other than the Merger. (v) Neither the execution and delivery of this Agreement or the Bank Merger Agreement by SBC Holdings or SNB, the Bank nor the consummation by either of them of the transactions contemplated herebyhereby or thereby, nor compliance by either of them with any of the provisions hereofhereof or thereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective the Organizational DocumentsDocuments of Holdings or the Bank, or (B) except as set forth in Section 3.2(b)(v) of the Company Disclosure Letter, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien (other than a Permitted Lien) on any material asset assets of Holdings or its Subsidiaries under, any Contract or Permit, or (C) subject to receipt of the Required Regulatory Consents and the expiration of any waiting period required by LawLaw as described in clause (vi) below, and except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Holdings, violate any Law or Order applicable to SBC Holdings or SNB its Subsidiaries or any of their respective material assets. (vi) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the Regulatory Consents, (B) the filing of the Articles of Merger with the Secretary of State of the State of Florida as required by the FBCA and (C) as set forth in Section 3.2(b)(vi)(C) of the Company Disclosure Letter, no order of, notice to, filing with, or Consent of, any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement or the Bank Merger Agreement by Holdings or the Bank or the consummation by Holdings or the Bank of the Merger, the Bank Merger and the other transactions contemplated by this Agreement and the Bank Merger Agreement.

Authority; No Breach of Agreement. (i) SBC It has, and SNB each have Newco will have, the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this AgreementAgreement and the Stock Option Agreements, and the consummation of the transactions contemplated hereby hereby, including the Merger, by it, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and unanimous adoption of this Agreement by its duly constituted Board of Directors and Directors), subject only to the receipt of (A) in the case of SNBMellon, its sole shareholderthe adoption of the plan of merger contained in this Agreement by the holders of a majority of the votes cast by all holders of shares of Mellon Common Stock and the approval of the related proposals concerning Newco’s certificate of incorporation contained in the Registration Statement and the Joint Proxy Statement/Prospectus by the holders of a majority of the votes cast by all holders of shares of Mellon Common Stock (the “Mellon Shareholder Approval”). Assuming due , (B) in the case of BNY, the adoption of the plan of merger contained in this Agreement by the holders of two-thirds of the Outstanding shares of BNY Common Stock and the approval of the related proposals concerning Newco’s certificate of incorporation contained in the Registration Statement and the Joint Proxy Statement/Prospectus by the holders of a majority of the votes cast by all holders of shares of BNY Common Stock (the “BNY Shareholder Approval”) and (C) in the case of Newco, the authorization, execution and delivery of this Agreement by Professional the Board of Directors of Newco and the Bank, adoption of this Agreement represents by Mellon and BNY, as the sole shareholders of Newco (the “Newco Shareholder Approval”). Subject to the Mellon Shareholder Approval in the case of Mellon, the BNY Shareholder Approval in the case of BNY, and the Newco Shareholder Approval in the case of Newco and assuming due authorization, execution, and delivery of this Agreement and the Stock Option Agreements by the other Party and this Agreement by Newco, each of this Agreement and the Stock Option Agreements represent a legal, valid valid, and binding obligation of each of SBC and SNBit, enforceable against each of SBC and SNB, it in accordance with its terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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). (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iii) Neither the execution and delivery of this Agreement or the Stock Option Agreements by SBC or SNBit, nor the consummation by either of them it of the transactions contemplated hereby, nor compliance by them it with any of the provisions hereof, will (A) violate conflict with or result in a breach or violation of any provision of their respective its Organizational Documents, or (B) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation or acceleration of any Lien (with or without the giving of notice, the lapse of time or both) on any material asset of it or its Subsidiaries under, any Contract or PermitPermit of it or its Subsidiaries, or any change in its rights or obligations under any Contract, or (C) subject to receipt of the Required Regulatory Consents and the expiration of any waiting period required by Law, violate any Law Law, Order or Order governmental license applicable to SBC it or SNB its Subsidiaries or any of their respective material assets. (iii) Other than (A) the filing with the SEC of (1) the Joint Proxy Statement/Prospectus and (2) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the 1934 Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such Consents as may be required in connection therewith, (B) the filing of the articles of merger with the Pennsylvania Department of State and the certificate of merger with the Delaware Secretary of State with respect to the First Step Merger and the filing of the certificate of merger with the New York Department of State and the certificate of merger with the Delaware Secretary of State with respect to the Second Step Merger, (C) the filing of applications and notices with the Board of Governors of the Federal Reserve System under the BHC Act and the Federal Reserve Act and approval of same, (D) such applications, filings and Consents as may be required under the banking laws of any state, and approval thereof, (E) Consents, filings or exemptions required under Securities Laws relating to the regulation of broker-dealers, investment companies and investment advisors and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations of the SEC and the Commodity Futures Trading Commission thereunder and of any applicable industry self-regulatory organization and the rules of the NYSE, or which are required under consumer finance, mortgage banking and other similar laws of the various states in which it or any of its Subsidiaries is licensed or regulated, (F) notices or filings under the HSR Act, (G) such filings and Consents as may be required pursuant to applicable antitrust or competition laws of any foreign Governmental Entity (the “Foreign Antitrust Approvals”), (H) such other filings, Consents and exemptions as may be required under foreign banking and similar laws in connection with the transactions contemplated hereby, (I) such filings, notifications and Consents as are required under the Small Business Investment Act of 1958 and the rules and regulations of the Small Business Administration thereunder, and (J) Consent of the Commissioner of Insurance of the State of Delaware or other state insurance regulators (clauses (C) through (J) collectively, the “Regulatory Consents”), no notice to, application or filing with, or Consent of, any Governmental Authority is necessary in connection with the execution, delivery or performance of this Agreement and the Stock Option Agreements and the consummation by it of the Merger and the other transactions contemplated hereby.

Authority; No Breach of Agreement. (i) SBC NorthStar and SNB the Bank each have has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and and, in the case of SNBthe Bank, its sole shareholder), subject only to the NorthStar Shareholder Approval and such regulatory approvals as are required by law. Assuming Subject to the NorthStar Shareholder Approval and assuming due authorization, execution execution, and delivery of this Agreement by Professional each of SBC and the BankSNB, this Agreement represents a legal, valid valid, and binding obligation of each of SBC NorthStar and SNB, the Bank enforceable against each of SBC NorthStar and SNB, the Bank in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium or similar and other Laws affecting the enforcement of creditors’ rights generally or the rights of creditors of insured depository institutions, and (B) 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). (ii) SBCAs of the date hereof, NorthStar’s and SNB’s Boards Board of Directors have has (A) by the affirmative vote of all directors voting, which constitute at least a majority of the entire Board of Directors of NorthStar, duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5determined that this Agreement and the transactions contemplated hereby, including the Bank Merger, are advisable and in the best interests of NorthStar and the holders of NorthStar Common Stock; (C) resolved to recommend approval adoption of the issuance of this Agreement, the Merger Consideration by and the other transactions contemplated hereby, including the Bank Merger, to the holders of SBC shares of NorthStar Common Stock (such recommendation recommendations being the “SBC NorthStar Directors’ Recommendation”); and (CD) subject to Section 4.5, directed that the issuance of the Merger Consideration this Agreement be submitted to the holders of shares of SBC the NorthStar Common Stock for their approvaladoption; and (E) no Knowledge of any fact, event or circumstance that would cause any beneficial holder of five percent (5%) or more of the outstanding shares of NorthStar Common Stock to vote against the adoption of this Agreement, the Merger and the other transactions contemplated hereby, including the Bank Merger. (iii) The Bank’s Board of Directors has, by the affirmative vote of all directors voting, which constitutes at least a majority of the entire Board of Directors of the Bank, duly approved and declared advisable the Bank Merger Agreement, the Bank Merger and the other transactions contemplated thereby. (iv) Neither the execution and delivery of this Agreement or the Bank Merger Agreement by SBC or SNB, it nor the consummation by either of them it of the transactions contemplated herebyhereby or thereby, nor compliance by them it with any of the provisions hereofhereof or thereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective its Organizational Documents, or (B) 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 under, assets of NorthStar or any of its Subsidiaries under any Contract or Permit, or (C) subject to receipt of the Required Consents Regulatory Consent and the expiration of any waiting period required by Law, violate any Law or Order applicable to SBC NorthStar or SNB its Subsidiaries or any of their respective material assets. (v) Other than in connection or compliance with the provisions of the Securities Laws, and other than (A) the Regulatory Consents, (B) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any Benefit Plans, (C) filing of the Articles of Merger with the Secretary of State of the State of Florida as required by the FBCA and (D) as set forth in Section 3.3(b)(v)(D) of the Company Disclosure Letter, no order of, notice to, filing with, or Consent of, any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement and the consummation by NorthStar and the Bank of the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Authority; No Breach of Agreement. (i) SBC Each of Community and SNB each have Merger Sub has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The Assuming the accuracy of the representations and warranties set forth in Section 3.2(dd), the execution, delivery, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its Community’s duly constituted Board of Directors and in the case of SNB, its sole shareholderDirectors). Assuming due authorization, execution and delivery of this Agreement by Professional and the BankKinderhook, this Agreement represents a legal, valid and binding obligation of each of SBC Community and SNBMerger Sub, enforceable against each of SBC Community and SNBMerger Sub, respectively, in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium conservatorship and other Laws now or similar Laws hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (B) general equitable principles, 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). (ii) SBCEach of Community’s and SNBMerger Sub’s Boards of Directors have (A) has duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5. Community Bank’s Board of Directors has duly approved and declared advisable the Bank Merger Agreement, resolved to recommend approval of the issuance of Bank Merger and the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); other transactions contemplated hereby and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approvalthereby. (iii) Neither the execution and delivery of this Agreement or the Bank Merger Agreement by SBC Community, Merger Sub or SNBCommunity Bank, as applicable, nor the consummation by either any of them of the transactions contemplated hereby, nor compliance by them with any of the provisions hereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective the Organizational DocumentsDocuments of Community, Merger Sub or Community Bank, (B) constitute or violate, conflict with, result in a Default breach of any provision of or the loss of any benefit under, constitute a default (or require any Consent pursuant toan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien on (other than Permitted Liens) upon any material asset of the respective properties or assets of Community or any of its Subsidiaries (including Merger Sub) under, any Contract of the terms, conditions or Permitprovisions of any note, bond, mortgage, indenture, deed of trust, license, lease, Contract, Permit or other instrument or obligation to which Community or any of its Subsidiaries (including Merger Sub) is a party, or by which they or any of their respective properties or assets may be bound, or (C) subject to receipt of the Required Consents Requisite Regulatory Approvals and the expiration of any waiting period required by LawLaw as described in clause (iv) below, violate any Law or Order applicable to SBC Community, Merger Sub or SNB Community Bank or any of their respective material assets, except, in the case of clauses (B) and (C), as individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of Community or Merger Sub to perform their respective obligations under this Agreement or to timely consummate the Merger. (iv) Except for (A) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (B) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, notices and filings, (C) the filing of any required applications, notices or filings with any state banking authorities listed on Section 3.3(b)(iv)(C) of the Community Disclosure Letter or Section 3.2(b)(vi)(C) of the Kinderhook Disclosure Letter and approval of such applications, notices or filings, (D) the filing of the Certificate of Merger with the New York Secretary pursuant to the NYBCL and (E) as otherwise set forth in Section 3.3(b)(iv)(E) of the Community Disclosure Letter, no Order of, or Consent of, to or with any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement or the Bank Merger Agreement by Community, Merger Sub or Community Bank, as applicable, or the consummation by Community, Merger Sub or Community Bank, as applicable, of the Merger, the Bank Merger and the other transactions contemplated by this Agreement and the Bank Merger Agreement.

Authority; No Breach of Agreement. (ia) SBC and SNB each have NBC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby herein, including the Merger, have been duly and validly authorized by all necessary corporate action, subject to action in respect thereof on the SBC Shareholder Approval (including valid authorization and adoption part of this Agreement by its duly constituted Board of Directors and in the case of SNB, its sole shareholder)NBC. Assuming due authorization, execution and delivery of this Agreement by Professional and the Bank, this This Agreement represents a legal, valid and binding obligation of each of SBC and SNBNBC, enforceable against each of SBC and SNB, NBC in accordance with its terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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). (ii) SBC’s and SNB’s Boards of Directors have (A) duly approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby, including the Bank Merger Agreement and the Bank Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iiib) Neither the execution and delivery of this Agreement by SBC or SNBNBC, nor the consummation by either of them NBC of the transactions contemplated hereby, nor compliance by them NBC with any of the provisions hereof, will (Ai) violate conflict with or result in a breach of any provision of their respective Organizational DocumentsNBC’s Articles of Incorporation or Bylaws, or (Bii) 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 Asset of NBC under, any Contract or PermitPermit of NBC, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on NBC, or (Ciii) subject to receipt of the Required requisite Consents and the expiration referred to in Section 9.1(b) of any waiting period required by Lawthis Agreement, violate any Law or Order applicable to SBC or SNB NBC or any of their respective material assetsits Material Assets. (c) Other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on NBC, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NBC of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach of Agreement. (i) SBC Each of Community and SNB each have Merger Sub has the corporate power and authority necessary to execute, deliver and perform its their respective obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, including the Second Step Merger Agreement and the Second Step Merger, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption approval of this Agreement by its Community and Merger Sub’s duly constituted Board Boards of Directors Directors) subject only to the Community Shareholder Approval and in the case of SNBMerger Sub Shareholder Approval. This Agreement has been duly executed and delivered by Community and Merger Sub and, its sole shareholder). Assuming assuming due authorization, execution and delivery of this Agreement by Professional and the BankElmira, this Agreement represents a legal, valid and binding obligation of each of SBC Community and SNBMerger Sub, enforceable against each of SBC Community and SNB, Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, moratorium conservatorship and other Laws now or similar Laws hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (B) general equitable principles, 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). (ii) SBCEach of Community’s and SNBMerger Sub’s Boards of Directors have (A) has duly approved and declared advisable this Agreement and the First Step Merger and the other transactions contemplated hereby, including the Bank Second Step Merger Agreement and the Bank Second Step Merger; (B) subject to Section 4.5, resolved to recommend approval of the issuance of the Merger Consideration by the holders of SBC Common Stock (such recommendation being the “SBC Directors’ Recommendation”); and (C) subject to Section 4.5, directed that the issuance of the Merger Consideration be submitted to the holders of shares of SBC Common Stock for their approval. (iii) The Community Shareholder Approval is the only vote of the holders of any class or series of Community’s capital stock or other securities required by applicable Law in connection with the consummation of the First Step Merger and the Second Step Merger. The Merger Sub Shareholder Approval is the only vote of the holders of any class or series of Merger Sub’s capital stock or other securities required by applicable Law in connection with the consummation of the First Step Merger and the Second Step Merger. (iv) Neither the execution and delivery of this Agreement or the Second Step Merger Agreement by SBC Community or SNBMerger Sub, as applicable, nor the consummation by either of them Community or Merger Sub of the transactions contemplated hereby, nor compliance by them Community or Merger Sub with any of the provisions hereof, will (A) violate violate, conflict with or result in a breach of any provision of their respective the Organizational DocumentsDocuments of Community or Merger Sub, or (B) constitute or violate, conflict with, result in a Default breach of any provision of or the loss of any benefit under, constitute a default (or require any Consent pursuant toan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien on (other than Permitted Liens) upon any material asset of the respective properties or assets of Community or any of its Subsidiaries (including Merger Sub) under, any Contract of the terms, conditions or Permitprovisions of any note, bond, mortgage, indenture, deed of trust, license, lease, Contract, Permit or other instrument or obligation to which Community or any of its Subsidiaries (including Merger Sub) is a party, or by which they or any of their respective properties or assets may be bound, or (C) subject to receipt of the Required Consents Requisite Regulatory Approvals and the expiration of any waiting period required by LawLaw as described in clause (v) below, violate any Law or Order applicable to SBC Community or SNB Merger Sub or any of their respective material assets, except, in the case of clauses (B) and (C), as individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the ability of Community or Merger Sub to perform their respective obligations under this Agreement or to timely consummate the First Step Merger. (v) Except for (A) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (B) the filing of applications, filings and notices, as applicable, with the OCC, including under the Bank Merger Act, and approval of such applications, notices and filings, (C) filings with the FDIC, if required, under the Bank Merger Act with respect to the First Step Merger if Merger Sub has assigned its rights and responsibilities under this agreement as permitted by Section 7.7, (D) the filing of any required applications, notices or filings with any state banking authorities listed on Section 3.3(b)(v)(D) of the Community Disclosure Letter or Section 3.2(b)(v)(D) of the Elmira Disclosure Letter and approval of such applications, notices or filings, (E) the filing of the Certificate of Merger with the NYDOS pursuant to the NYBCL, as applicable, and (F) as otherwise set forth in Section 3.3(b)(v)(F) of the Community Disclosure Letter, no Order of, or Consent of, to or with any Governmental Authority or other third party is necessary in connection with the execution, delivery or performance of this Agreement or the Second Step Merger Agreement by Community or Merger Sub, as applicable, or the consummation by Community or Merger Sub, as applicable, of the First Step Merger, the Second Step Merger and the other transactions contemplated by this Agreement and the Second Step Merger Agreement.