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

Authority; No Breach of Agreement. (i) It has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the Transactions. The execution, delivery and performance of this Agreement and the consummation of the 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 Chilean Transaction Steps and the Colombian Transaction Steps including the approval of (A) the Chilean Merger by the holders of two-thirds of the Outstanding shares of CorpBanca Common Stock and the Capital Raise by a majority of the Outstanding shares of CorpBanca Common Stock, in the case of CorpBanca (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 Disclosure Letter. 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 each of the Itaú Parties, this Agreement represents a legal, valid and binding obligation of it, enforceable against it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach of Agreement. (i) It has has, and Newco will have, the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the Stock Option Agreements, and the consummation of the Transactionstransactions contemplated hereby, including the Chilean Merger, the Colombian Acquisition and the Colombian Merger, by it it, have been duly and validly authorized by all necessary corporate actionaction (including valid authorization and unanimous adoption of this Agreement by its duly constituted Board of Directors), subject only to the Chilean Transaction Steps and the Colombian Transaction Steps including the approval receipt of (A) in the Chilean Merger case of Mellon, the 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”), (B) in the case of BNY, the adoption of this Agreement by the holders of two-thirds of the Outstanding shares of CorpBanca BNY Common Stock (the “BNY Shareholder Approval”) and the Capital Raise by a majority of the Outstanding shares of CorpBanca Common Stock, (C) in the case of CorpBanca (Newco, 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 Disclosure Letter. 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 the Board of Directors of Newco and the adoption of this Agreement 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 the Itaú Parties, this Agreement represents and the Stock Option Agreements represent a legal, valid valid, and binding obligation of it, enforceable against it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach of Agreement. (i) It has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the Transactions. The execution, delivery and performance of this Agreement and the consummation of the 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 Chilean Transaction Steps and the Colombian Transaction Steps including the approval of (A) the Chilean Merger by the holders of two-thirds of the Outstanding shares of CorpBanca Itaú Chile Common Stock and the Capital Raise by a majority of the Outstanding shares of CorpBanca Itaú Chile Common Stock, in the case of CorpBanca Itaú Chile (the “CorpBanca Itaú Chile Shareholder Approval”), (B) the Colombian Merger by the holders of a number of the Outstanding shares of CorpBanca Itaú Colombia Common Stock that represents a Supermajority Consent at the time of such approval majority (and by the holders of 70% plus one share) of the preferred stock Outstanding shares of CorpBanca Colombia, if there is any preferred stock of CorpBanca Itaú Colombia outstanding Common Stock at the time of such approval), in the case of CorpBanca Itaú Colombia (the “CorpBanca Itaú Colombia Shareholder Approval”), and (C) the other approvals set forth in Section 3.1(b)(i3.2(b)(i) of its Disclosure Letter. Subject to receipt of the CorpBanca Itaú Chile Shareholder Approval and the CorpBanca Colombian Itaú Colombia Shareholder Approval and the other approvals set forth in Section 3.1(b)(i3.2(b)(i) of its Disclosure Letter and assuming due authorization, execution and delivery of this Agreement by each of the Itaú Corp Group Parties, this Agreement represents a legal, valid and binding obligation of it, enforceable against it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach of Agreement. (i) It has has, and Newco will have, the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the Stock Option Agreements, and the consummation of the Transactionstransactions contemplated hereby, including the Chilean Merger, the Colombian Acquisition and the Colombian Merger, by it it, have been duly and validly authorized by all necessary corporate actionaction (including valid authorization and unanimous adoption of this Agreement by its duly constituted Board of Directors), subject only to the Chilean Transaction Steps and the Colombian Transaction Steps including the approval receipt of (A) in the Chilean Merger case of Mellon, the 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”), (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 CorpBanca BNY Common Stock and the Capital Raise by a majority approval of the Outstanding shares related proposals concerning Newco’s certificate of CorpBanca Common Stock, incorporation contained in the case of CorpBanca (Registration Statement and the “CorpBanca Shareholder Approval”), (B) the Colombian Merger Joint Proxy Statement/Prospectus by the holders of a number majority of Outstanding the votes cast by all holders of shares of CorpBanca Colombia BNY Common Stock that represents a Supermajority Consent at (the time of such approval “BNY Shareholder Approval”) and (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), C) in the case of CorpBanca Colombia (Newco, the “CorpBanca Colombia Shareholder Approval”), and (C) the other approvals set forth in Section 3.1(b)(i) of its Disclosure Letter. 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 the Board of Directors of Newco and the adoption of this Agreement 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 the Itaú Parties, this Agreement represents and the Stock Option Agreements represent a legal, valid valid, and binding obligation of it, enforceable against it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach of Agreement. (i) It The Company has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement Agreement, and the consummation of the Transactionstransactions contemplated hereby, including the Chilean Merger, the Colombian Acquisition and the Colombian Merger, by it have been duly and validly authorized by all necessary corporate actionaction (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors), subject only to the Chilean Transaction Steps Company Shareholder Approval and the Colombian Transaction Steps including the approval of (A) the Chilean Merger such regulatory approvals as are required by the holders of two-thirds of the Outstanding shares of CorpBanca Common Stock and the Capital Raise by a majority of the Outstanding shares of CorpBanca Common Stock, in the case of CorpBanca (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 Disclosure Letterlaw. Subject to receipt of the CorpBanca Company Shareholder Approval and the CorpBanca Colombian Shareholder Approval and the other approvals set forth in Section 3.1(b)(i) of its Disclosure Letter Approval, and assuming due authorization, execution execution, and delivery of this Agreement by each of the Itaú PartiesSBC and SNB, this Agreement represents a legal, valid valid, and binding obligation of it, the Company enforceable against it the Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable (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) As of the date hereof, the Company’s Board of Directors 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; (B) 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 this Agreement, the Merger and the other transactions contemplated hereby to the holders of shares of Company Common Stock (such recommendations being the “Company Directors’ Recommendation”); (D) directed that this Agreement be submitted to the holders of shares of Company 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 Company Common Stock to vote against the adoption of this Agreement, the Merger and the other transactions contemplated hereby. (iii) Except as set forth in Section 3.3(b)(iii) of the Company Disclosure Letter, neither the execution and delivery of this Agreement by the Company nor the consummation by it of the transactions contemplated hereby, nor compliance by it with any of the provisions hereof or thereof, will (A) violate, conflict with or result in a breach of any provision of its Organizational Documents, (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 assets of the Company under any Contract or Permit, or (C) subject to receipt of the Regulatory Consent and the expiration of any waiting period required by Law, violate any Law or Order applicable to the Company or any of 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