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

Authority; No Breach of the Agreement. (i) MainStreet has the corporate power and authority 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 by MainStreet, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of MainStreet, subject only to the receipt of the approval of this Agreement and the Plan of Merger by the holders of more than two-thirds of the outstanding shares of MainStreet Common Stock (the “MainStreet Stockholder Approval”). This Agreement is a valid and legally binding obligation of MainStreet, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). (ii) Neither the execution and delivery of this Agreement by MainStreet, nor the consummation by MainStreet of the transactions contemplated hereby, nor compliance by MainStreet with any of the provisions hereof will: (A) conflict with or result in a breach of any provision of the Organizational Documents of MainStreet or Franklin Community Bank; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet or any MainStreet Subsidiary pursuant to any (1) note, bond, mortgage, indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet or any MainStreet Subsidiary is a party or by which MainStreet or any MainStreet Subsidiary or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet or any MainStreet Subsidiary. (iii) As of the date hereof, MainStreet is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger.

Authority; No Breach of the Agreement. (i) MainStreet It has the all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement, and, subject to obtaining the UBSH Shareholder Approval (as defined below) and the XBKS Shareholder Approval (as defined below) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by MainStreetAgreement, and the consummation of the transactions contemplated hereby, including the Merger, by it have been duly and validly authorized by all necessary corporate action on the part (including valid authorization and adoption of MainStreet, this Agreement by its board of directors) and subject only to the receipt of (A) in the case of XBKS, approval of this Agreement and the Plan of Merger by the holders of more than two-thirds a majority of the outstanding shares of MainStreet XBKS Common Stock (the “MainStreet Stockholder XBKS Shareholder Approval”) and (B) in the case of UBSH, approval of this Agreement and the Plan of Merger by the holders of a majority of the outstanding shares of UBSH Common Stock (the “UBSH Shareholder Approval”). . (ii) This Agreement has been duly executed and delivered by it and assuming due authorization, execution and delivery of this Agreement by the other party, this Agreement is a valid and legally binding obligation of MainStreetobligation, enforceable in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). UBSH represents and warrants that the Continuing Corporation Common Stock to be issued in the Merger, when issued, will be validly issued, fully paid and nonassessable. (iiiii) Neither the execution and delivery of this Agreement by MainStreetit, nor the consummation by MainStreet it of the transactions contemplated hereby, nor compliance by MainStreet it with any of the provisions hereof will: (A) conflict with with, violate or result in a breach or default of any provision of the its Organizational Documents of MainStreet or Franklin Community BankDocuments; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet it or any MainStreet Subsidiary of its Subsidiaries pursuant to any (1) note, bond, mortgage, mortgage or indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet it or any MainStreet Subsidiary of its Subsidiaries is a party or by which MainStreet it or any MainStreet Subsidiary of its Subsidiaries or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet it or any MainStreet Subsidiaryof its Subsidiaries. (iiiiv) Except for (A) the filing of applications, filings and notices, as applicable, with The NASDAQ Stock Market and the approval of the listing of the Continuing Corporation Common Stock issued pursuant to the Merger on the NASDAQ Global Select Market, (B) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, and approval of such applications, filings and notices, (C) the filing of applications, filings and notices, as applicable, with the Bureau of Financial Institutions of the Virginia State Corporation Commission in connection with the Merger and the Bank Merger, and approval of such applications, filings and notices, (D) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.3(c)(iv) of the Disclosure Letter of UBSH and approval of such applications, filings and notices, (E) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the UBSH Shareholders Meeting and the XBKS Shareholders Meeting (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4, in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by UBSH in connection with the transactions contemplated by this Agreement (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and declaration of effectiveness of the Registration Statement under the Securities Act and such other filings and reports as required pursuant to the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (F) the filing of the Articles of Merger with the SCC pursuant to the VSCA, and (G) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of the Continuing Corporation Common Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with the consummation of the transactions contemplated hereby, including the Merger. As of the date hereof, MainStreet it is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the transactions contemplated hereby, including the Merger.

Authority; No Breach of the Agreement. (i) MainStreet ANB has the corporate power and authority 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 by MainStreetANB, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of MainStreetANB, subject only to the receipt of the approval of the issuance of ANB Common Stock pursuant to this Agreement and the Plan of Merger by the holders of more than two-thirds a majority of the outstanding shares of MainStreet ANB Common Stock present or represented by proxy at the stockholders’ meeting to be held pursuant to this Agreement (the “MainStreet ANB Stockholder Approval”). This Agreement is a valid and legally binding obligation of MainStreetANB, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). (ii) Neither the execution and delivery of this Agreement by MainStreetAgreement, nor the consummation by MainStreet of the transactions contemplated hereby, nor compliance by MainStreet ANB with any of the provisions hereof will: (A) conflict with or result in a breach of any provision of the Organizational Documents of MainStreet or Franklin Community BankANB; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet ANB or any MainStreet ANB Subsidiary pursuant to any (1) note, bond, mortgage, indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet ANB or any MainStreet ANB Subsidiary is a party or by which MainStreet ANB or any MainStreet ANB Subsidiary or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet ANB or any MainStreet ANB Subsidiary. (iii) As of the date hereof, MainStreet ANB is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger.

Authority; No Breach of the Agreement. UBSH and ANCX each represents and warrants to the other that: (i) MainStreet It has the all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement, and, subject to obtaining the UBSH Shareholder Approval (as defined below) and the ANCX Shareholder Approval (as defined below) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by MainStreetAgreement, and the consummation of the transactions contemplated hereby, including the Merger, by it have been duly and validly authorized by all necessary corporate action on the part (including valid authorization and adoption of MainStreet, this Agreement by its board of directors) and subject only to the receipt of (A) in the case of ANCX, approval of this Agreement and the Plan of Merger by the holders of more than two-thirds of the outstanding shares of MainStreet ANCX Common Stock (the “MainStreet Stockholder ANCX Shareholder Approval”) and (B) in the case of UBSH, approval of this Agreement and the Plan of Merger by the holders of a majority of the outstanding shares of UBSH Common Stock and the approval of the issuance of Continuing Corporation Common Stock pursuant to this Agreement (the “UBSH Share Issuance”) by a majority of the votes cast by holders of shares of UBSH Common Stock at the UBSH Shareholders Meeting (the “UBSH Shareholder Approval”). . (ii) This Agreement has been duly executed and delivered by it and assuming due authorization, execution and delivery of this Agreement by the other party, this Agreement is a valid and legally binding obligation of MainStreetobligation, enforceable in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws affecting the enforcement of rights of creditors or by general principles of equity). UBSH represents and warrants that the Continuing Corporation Common Stock to be issued in the Merger, when issued, will be validly issued, fully paid and nonassessable. (iiiii) Neither the execution and delivery of this Agreement by MainStreetit, nor the consummation by MainStreet it of the transactions contemplated hereby, nor compliance by MainStreet it with any of the provisions hereof will: (A) conflict with with, violate or result in a breach or Default of any provision of the its Organizational Documents or any resolutions of MainStreet or Franklin Community Bankits Board of Directors; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default Default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet it or any MainStreet Subsidiary of its Subsidiaries pursuant to any (1) note, bond, mortgage, mortgage or indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet it or any MainStreet Subsidiary of its Subsidiaries is a party or by which MainStreet it or any MainStreet Subsidiary of its Subsidiaries or any of their properties or assets may be bound, except (in the case of clause (B) above) where such violations, conflicts or Defaults have not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the party; or (C) subject to the receipt of all required regulatory and stockholder shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet it or any MainStreet Subsidiaryof its Subsidiaries. (iiiiv) Except for (A) the filing of applications, filings and notices, as applicable, with the Nasdaq and the approval of the listing of the Continuing Corporation Common Stock issued pursuant to the Merger on the Nasdaq, (B) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) and/or the Federal Reserve Bank of Richmond (the “FRB-Richmond”) under the Bank Merger Act, and approval or waiver of such applications, filings and notices, (C) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board of Governors and/or the FRB-Richmond under the Bank Holding Company Act of 1956, and approval of such applications, filings and notices, (D) the filing of applications, filings and notices, as applicable, with the Bureau of Financial Institutions of the Virginia State Corporation Commission (“VBFI”) in connection with the Merger and the Bank Merger, and approval of such applications, filings and notices, (E) the filing of any required filings and notices, as applicable, with the Office of the Comptroller of the Currency (“OCC”) with respect to the Bank Merger, (F) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.2(c)(iv) of UBSH’s Disclosure Letter and approval of such applications, filings and notices, (G) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the UBSH Shareholders Meeting and the ANCX Shareholders Meeting (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4, in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by UBSH in connection with the transactions contemplated by this Agreement (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and declaration of effectiveness of the Registration Statement under the Securities Act and such other filings and reports as required pursuant to the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (H) the filing of the Articles of Merger with the SCC pursuant to the VSCA, and (I) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of the Continuing Corporation Common Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with the consummation of the transactions contemplated hereby, including the Merger. As of the date hereof, MainStreet it is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the transactions contemplated hereby, including the Merger.

Authority; No Breach of the Agreement. (i) MainStreet It has the corporate power and authority 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 by MainStreetAgreement, and the consummation of the transactions contemplated hereby, by it have been duly and validly authorized by all necessary corporate action on the part of MainStreet, and subject only to the receipt of: (1) in the case of Middleburg, approval of this Agreement and the Plan of Merger by the holders of a majority of the outstanding shares of Middleburg Common Stock (the “Middleburg Shareholder Approval”), and (2) in the case of Access, approval of this Agreement and the Plan of Merger by the holders of more than two-two thirds of the outstanding shares of MainStreet Access Common Stock (the “MainStreet Stockholder Access Shareholder Approval”). . (ii) This Agreement is a valid and legally binding obligation of MainStreetobligation, enforceable in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). Access represents and warrants that the Continuing Corporation Common Stock to be issued in the Merger, when issued, will be validly issued, fully paid and nonassessable. (iiiii) Neither the execution and delivery of this Agreement by MainStreetit, nor the consummation by MainStreet it of the transactions contemplated hereby, nor compliance by MainStreet it with any of the provisions hereof will: (A) conflict with or result in a breach of any provision of the its Organizational Documents of MainStreet or Franklin Community BankDocuments; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet it or any MainStreet Subsidiary of its Subsidiaries pursuant to any (1) note, bond, mortgage, indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet it or any MainStreet Subsidiary of its Subsidiaries is a party or by which MainStreet it or any MainStreet Subsidiary of its Subsidiaries or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet it or any MainStreet Subsidiaryof its Subsidiaries. (iiiiv) As of the date hereof, MainStreet it is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger.

Authority; No Breach of the Agreement. (i) MainStreet It has the all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement, and, subject to obtaining the BRBS Shareholder Approvals (as defined herein) and the FVCB Shareholder Approval (as defined herein), to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by MainStreetAgreement, and the consummation of the transactions contemplated hereby, by it have been duly and validly authorized by all necessary corporate action on the part (including valid authorization and adoption of MainStreetthis Agreement by its board of directors), subject only to the receipt of (A) in the case of BRBS, approval of (1) the amendment to the BRBS Articles of Incorporation as described in Section 1.4(a) hereof and (2) this Agreement and the Plan of Merger, each by the holders of more than two-thirds of the outstanding shares of BRBS Common Stock (together, the “BRBS Shareholder Approvals”), and (B) in the case of FVCB, approval of this Agreement and the Plan of Merger by the holders of more than two-thirds of the outstanding shares of MainStreet FVCB Common Stock (the “MainStreet Stockholder FVCB Shareholder Approval”). . (ii) This Agreement has been duly executed and delivered by it and assuming due authorization, execution and delivery of this Agreement by the other party, this Agreement is a valid and legally binding obligation of MainStreetobligation, enforceable in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). BRBS represents and warrants that, subject to the receipt of the BRBS Shareholder Approvals, the Continuing Corporation Common Stock to be issued in the Merger, when issued, will be validly issued, fully paid and nonassessable. (iiiii) Neither the execution and delivery of this Agreement by MainStreetit, nor the consummation by MainStreet it of the transactions contemplated hereby, nor compliance by MainStreet it with any of the provisions hereof will: (A) conflict with with, violate or result in a breach or default of any provision of the its Organizational Documents or any resolutions of MainStreet or Franklin Community Bankits Board of Directors; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet it or any MainStreet Subsidiary of its Subsidiaries pursuant to any (1) any note, bond, mortgage, mortgage or indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet it or any MainStreet Subsidiary of its Subsidiaries is a party or by which MainStreet it or any MainStreet Subsidiary of its Subsidiaries or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet it or any MainStreet Subsidiaryof its Subsidiaries. (iiiiv) Except for (A) the filing of applications, filings and notices, as applicable, with the New York Stock Exchange and the approval of the listing of the Continuing Corporation Common Stock issued pursuant to the Merger (including shares of Continuing Corporation Common Stock underlying Replacement Options ) on the NYSE American market, (B) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System under the BHCA, and approval of such applications, filings and notices, (C) the filing of applications, filings and notices, as applicable, with the Bureau of Financial Institutions of the Virginia State Corporation Commission and the Office of the Comptroller of the Currency in connection with the Merger and the Subsidiary Bank Merger, and approval of such applications, filings and notices, (D) the filing with the SEC of a joint proxy statement in definitive form (including any amendments or supplements thereto, and other proxy solicitation materials of BRBS and FVCB constituting a part thereof, the “Joint Proxy Statement”) relating to the BRBS Shareholders Meeting (as defined herein) and the FVCB Shareholders Meeting (as defined herein), and of the registration statement on Form S-4, in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by BRBS in connection with the transactions contemplated by this Agreement (including any pre-effective or post-effective amendments or supplements thereto, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and declaration of effectiveness of the Registration Statement under the Securities Act and such other filings and reports as required pursuant to the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (E) the filing of the Articles of Merger with, and the issuance of a Certificate of Merger by, the Virginia State Corporation Commission pursuant to the VSCA, and (F) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of the Continuing Corporation Common Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with the consummation of the transactions contemplated hereby, including the Merger. As of the date hereof, MainStreet it is not aware of any reason why the necessary regulatory approvals Regulatory Approvals (as defined herein) and consents will not be received in order to permit consummation of the transactions contemplated hereby, including the Merger.

Authority; No Breach of the Agreement. (i) MainStreet It has the all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement, and, subject to obtaining the SONA Shareholder Approvals (as defined below) and the EVBS Shareholder Approval (as defined below) to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by MainStreetAgreement, and the consummation of the transactions contemplated hereby, including the Merger, by it have been duly and validly authorized by all necessary corporate action on the part (including valid authorization and unanimous adoption of MainStreet, this Agreement by its board of directors) and subject only to the receipt of (A) in the case of EVBS, approval of this Agreement and the Plan of Merger, by the holders of a majority of the outstanding shares of EVBS Common Stock present and entitled to vote (the “EVBS Shareholder Approval”) and (B) in the case of SONA, approval of (1) the SONA Articles of Incorporation Amendment by the holders of a majority of the outstanding shares of SONA Common Stock present and entitled to vote and (2) this Agreement and the Plan of Merger by the holders of more than two-thirds of the outstanding shares of MainStreet SONA Common Stock present and entitled to vote (collectively, the “MainStreet Stockholder ApprovalSONA Shareholder Approvals”). . (ii) This Agreement has been duly executed and delivered by it and assuming due authorization, execution and delivery of this Agreement by the other party, this Agreement is a valid and legally binding obligation of MainStreetobligation, enforceable in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). SONA represents and warrants that the Continuing Corporation Common Stock to be issued in the Merger, when issued, will be validly issued, fully paid and nonassessable. (iiiii) Neither the execution and delivery of this Agreement by MainStreetit, nor the consummation by MainStreet it of the transactions contemplated hereby, nor compliance by MainStreet it with any of the provisions hereof will: (A) conflict with with, violate or result in a breach or default of any provision of the its Organizational Documents of MainStreet or Franklin Community BankDocuments; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet it or any MainStreet Subsidiary of its Subsidiaries pursuant to any (1) note, bond, mortgage, indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet it or any MainStreet Subsidiary of its Subsidiaries is a party or by which MainStreet it or any MainStreet Subsidiary of its Subsidiaries or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet it or any MainStreet Subsidiaryof its Subsidiaries. (iiiiv) Except for (A) the filing of applications, filings and notices, as applicable, with The NASDAQ Stock Market and the approval of the listing of the Continuing Corporation Common Stock issued pursuant to the Merger on the NASDAQ Global Market, (B) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System under the BHC Act, and approval of such applications, filings and notices, (C) the filing of applications, filings and notices, as applicable, with the Bureau of Financial Institutions of the Virginia State Corporation Commission in connection with the Merger and the Bank Merger, and approval of such applications, filings and notices, (D) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.3(c)(v) of the Disclosure Letter of SONA and approval of such applications, filings and notices, (E) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the SONA Shareholders Meeting and the EVBS Shareholders Meeting (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4, in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by SONA in connection with the transactions contemplated by this Agreement (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and declaration of effectiveness of the Registration Statement under the Securities Act and such other filings and reports as required pursuant to the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (F) the filing of the Articles of Merger with the SCC pursuant to the VSCA, and (G) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of the Continuing Corporation Common Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with the consummation of the transactions contemplated hereby, including the Merger. As of the date hereof, MainStreet it is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the transactions contemplated hereby, including the Merger.

Authority; No Breach of the Agreement. (i) MainStreet American has the corporate power and authority 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 by MainStreetAmerican, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of MainStreet, subject only to the receipt of the approval of this Agreement and the Plan of Merger by the holders of more than two-thirds of the outstanding shares of MainStreet Common Stock (the “MainStreet Stockholder Approval”)American. This Agreement is a valid and legally binding obligation of MainStreetAmerican, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). (ii) Neither the execution and delivery of this Agreement by MainStreetAmerican, nor the consummation by MainStreet American of the transactions contemplated hereby, nor compliance by MainStreet American with any of the provisions hereof will: (A) conflict with or result in a breach of any provision of the Organizational Documents of MainStreet American or Franklin Community American National Bank; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet American or any MainStreet American Subsidiary pursuant to any (1) note, bond, mortgage, mortgage or indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet American or any MainStreet American Subsidiary is a party or by which MainStreet American or any MainStreet American Subsidiary or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet American or any MainStreet American Subsidiary. (iii) As of the date hereof, MainStreet American is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger.

Authority; No Breach of the Agreement. (i) MainStreet It has the corporate power and authority 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 by MainStreetAgreement, and the consummation of the transactions contemplated hereby, by it have been duly and validly authorized by all necessary corporate action on the part of MainStreet, and subject only to the receipt of: (A) in the case of the StellarOne, approval of this Agreement and the Plan of Merger by the holders of more than two-thirds a majority of the outstanding shares of MainStreet StellarOne Common Stock (the “MainStreet StellarOne Stockholder Approval”), and (B) in the case of Union, approval of (1) the amendments to the Union Articles of Incorporation as described in Section 1.4(a), and (2) this Agreement and the Plan of Merger, each by the holders of a majority of the outstanding shares of Union Common Stock (the “Union Stockholder Approvals”). This Agreement is a valid and legally binding obligation of MainStreetobligation, enforceable in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). Union represents and warrants that the Continuing Corporation Common Stock to be issued in the Merger, when issued, will be validly issued, fully paid and nonassessable. (ii) Neither the execution and delivery of this Agreement by MainStreetit, nor the consummation by MainStreet it of the transactions contemplated hereby, nor compliance by MainStreet it with any of the provisions hereof will: (A) conflict with or result in a breach of any provision of the its Organizational Documents of MainStreet or Franklin Community BankDocuments; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet it or any MainStreet Subsidiary of its Subsidiaries pursuant to any (1) note, bond, mortgage, indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet it or any MainStreet Subsidiary of its Subsidiaries is a party or by which MainStreet it or any MainStreet Subsidiary of its Subsidiaries or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet it or any MainStreet Subsidiaryof its Subsidiaries. (iii) As of the date hereof, MainStreet it is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger.

Authority; No Breach of the Agreement. (i) MainStreet PBVA has the all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement, and and, subject to obtaining the PBVA Shareholder Approval (as defined herein), to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by MainStreetAgreement, and the consummation of the transactions contemplated hereby, by PBVA have been duly and validly authorized by all necessary corporate action on (including valid authorization and adoption of this Agreement by the part Board of MainStreet, Directors of PBVA) and subject only to the receipt of the approval of this Agreement and the Plan of Merger by the holders of more than two-thirds a majority of the outstanding shares of MainStreet PBVA Common Stock (the “MainStreet Stockholder PBVA Shareholder Approval”). . (ii) This Agreement has been duly executed and delivered by PBVA and assuming due authorization, execution and delivery of this Agreement by CFFI, this Agreement is a valid and legally binding obligation of MainStreetobligation, enforceable in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). (iiiii) Neither the execution and delivery of this Agreement by MainStreetPBVA, nor the consummation by MainStreet it of the transactions contemplated hereby, nor compliance by MainStreet it with any of the provisions hereof will: (A) conflict with with, violate or result in a breach or default of any provision of the its Organizational Documents of MainStreet or Franklin Community BankDocuments; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet it or any MainStreet Subsidiary of its Subsidiaries pursuant to any (1) note, bond, mortgage, mortgage or indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet it or any MainStreet Subsidiary of its Subsidiaries is a party or by which MainStreet it or any MainStreet Subsidiary of its Subsidiaries or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet it or any MainStreet Subsidiaryof its Subsidiaries. (iiiiv) Except for (A) the filing of applications, filings and notices, as applicable, with The Nasdaq Stock Market, LLC and the approval of the listing of the CFFI Common Stock issued pursuant to the Merger on the Nasdaq Global Select Market, (B) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System under the BHCA, and approval of such applications, filings and notices, (C) the filing of applications, filings and notices, as applicable, with the Bureau of Financial Institutions of the Virginia State Corporation Commission and the FDIC in connection with the Merger and the Subsidiary Bank Merger, and approval of such applications, filings and notices as applicable, (D) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement/prospectus in definitive form (including any amendments or supplements thereto, and other proxy solicitation materials of PBVA constituting a part thereof, the “Proxy Statement”) relating to the PBVA Shareholders Meeting (as defined herein), and of the registration statement on Form S-4, in which the Proxy Statement will be included as a prospectus, to be filed with the SEC by CFFI in connection with the transactions contemplated by this Agreement (including any pre-effective or post-effective amendments or supplements thereto, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and declaration of effectiveness of the Registration Statement under the Securities Act and such other filings and reports as required pursuant to the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (E) the filing of the Articles of Merger with the Virginia State Corporation Commission pursuant to the VSCA, and (F) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CFFI Common Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with the consummation of the transactions contemplated hereby, including the Merger. As of the date hereof, MainStreet PBVA is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the transactions contemplated hereby, including the Merger.

Authority; No Breach of the Agreement. (i) MainStreet It has the all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement, and, subject to obtaining the BRBS Shareholder Approval (as defined herein) and the BAYK Shareholder Approval (as defined herein), to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by MainStreetAgreement, and the consummation of the transactions contemplated hereby, by it have been duly and validly authorized by all necessary corporate action on the part (including valid authorization and adoption of MainStreetthis Agreement by its board of directors), subject only to the receipt of (A) in the case of BAYK, approval of this Agreement and the Plan of Merger by the holders of at least sixty percent (60%) of the outstanding shares of BAYK Common Stock (the “BAYK Shareholder Approval”) and (B) in the case of BRBS, approval of this Agreement and the Plan of Merger by the holders of more than two-thirds of the outstanding shares of MainStreet BRBS Common Stock (the “MainStreet Stockholder BRBS Shareholder Approval”). . (ii) This Agreement has been duly executed and delivered by it and assuming due authorization, execution and delivery of this Agreement by the other party, this Agreement is a valid and legally binding obligation of MainStreetobligation, enforceable in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). BRBS represents and warrants that the Continuing Corporation Common Stock to be issued in the Merger, when issued, will be validly issued, fully paid and nonassessable. (iiiii) Neither the execution and delivery of this Agreement by MainStreetit, nor the consummation by MainStreet it of the transactions contemplated hereby, nor compliance by MainStreet it with any of the provisions hereof will: (A) conflict with with, violate or result in a breach or default of any provision of the its Organizational Documents or any resolutions of MainStreet or Franklin Community Bankits Board of Directors; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet it or any MainStreet Subsidiary of its Subsidiaries pursuant to any (1) any note, bond, mortgage, mortgage or indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet it or any MainStreet Subsidiary of its Subsidiaries is a party or by which MainStreet it or any MainStreet Subsidiary of its Subsidiaries or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet it or any MainStreet Subsidiaryof its Subsidiaries. (iiiiv) Except for (A) the filing of applications, filings and notices, as applicable, with the New York Stock Exchange and the approval of the listing of the Continuing Corporation Common Stock issued pursuant to the Merger on the NYSE American market, (B) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System under the BHCA, and approval of such applications, filings and notices, (C) the filing of applications, filings and notices, as applicable, with the Bureau of Financial Institutions of the Virginia State Corporation Commission and the Office of the Comptroller of the Currency in connection with the Merger and the Subsidiary Bank Merger, and approval of such applications, filings and notices, (D) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form (including any amendments or supplements thereto, and other proxy solicitation materials of BRBS and BAYK constituting a part thereof, the “Joint Proxy Statement”) relating to the BRBS Shareholders Meeting (as defined herein) and the BAYK Shareholders Meeting (as defined herein), and of the registration statement on Form S-4, in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by BRBS in connection with the transactions contemplated by this Agreement (including any pre-effective or post-effective amendments or supplements thereto, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and declaration of effectiveness of the Registration Statement under the Securities Act and such other filings and reports as required pursuant to the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (E) the filing of the Articles of Merger with, and the issuance of a Certificate of Merger by, the Virginia State Corporation Commission pursuant to the VSCA, and (F) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of the Continuing Corporation Common Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with the consummation of the transactions contemplated hereby, including the Merger. As of the date hereof, MainStreet it is not aware of any reason why the necessary regulatory approvals Regulatory Approvals (as defined herein) and consents will not be received in order to permit consummation of the transactions contemplated hereby, including the Merger.

Authority; No Breach of the Agreement. (i) MainStreet UFBC has the corporate power and authority 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 by MainStreetUFBC, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of MainStreetUFBC, subject only to the receipt of the approval of this Agreement and the Plan of Merger by the holders of more than two-thirds of the outstanding shares of MainStreet UFBC Common Stock (the “MainStreet Stockholder UFBC Stockholders Approval”). This Agreement is a valid and legally binding obligation of MainStreetUFBC, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). (ii) Neither the execution and delivery of this Agreement by MainStreetUFBC, nor the consummation by MainStreet UFBC of the transactions contemplated hereby, nor compliance by MainStreet UFBC with any of the provisions hereof will: (A) conflict with or result in a breach of any provision of the Organizational Documents of MainStreet UFBC or Franklin Community The Business Bank; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet UFBC or any MainStreet UFBC Subsidiary pursuant to any (1) note, bond, mortgage, indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet UFBC or any MainStreet UFBC Subsidiary is a party or by which MainStreet UFBC or any MainStreet UFBC Subsidiary or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet UFBC or any MainStreet UFBC Subsidiary. (iii) As of the date hereof, MainStreet UFBC is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger.

Authority; No Breach of the Agreement. (i) MainStreet It has the all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement, and, subject to obtaining the BHRB Shareholder Approval (as defined herein) and the SMMF Shareholder Approval (as defined herein), to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by MainStreetit, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part (including valid authorization and adoption of MainStreetthis Agreement by its board of directors), subject only to the receipt of (A) in the case of BHRB, approval of this Agreement and the Plan of Merger, by holders of a majority of the outstanding shares of BHRB Common Stock (together, the “BHRB Shareholder Approval”), and (B) in the case of SMMF, approval of this Agreement and the Plan of Merger by the holders of more than two-thirds a majority of the outstanding shares of MainStreet SMMF Common Stock (the “MainStreet Stockholder SMMF Shareholder Approval”). . (ii) This Agreement has been duly executed and delivered by it and assuming due authorization, execution and delivery of this Agreement by the other party, this Agreement is a valid and legally binding obligation of MainStreetobligation, enforceable in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). BHRB represents and warrants that, subject to the receipt of the BHRB Shareholder Approval, the Continuing Corporation Common Stock to be issued in the Merger, when issued, will be validly issued, fully paid and nonassessable. (iiiii) Neither the execution and delivery of this Agreement by MainStreetit, nor the consummation by MainStreet it of the transactions contemplated hereby, nor compliance by MainStreet it with any of the provisions hereof will: (A) conflict with with, violate or result in a breach or default of any provision of the its Organizational Documents or any resolutions of MainStreet or Franklin Community Bankits Board of Directors; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet it or any MainStreet Subsidiary of its Subsidiaries pursuant to any (1) any note, bond, mortgage, mortgage or indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet it or any MainStreet Subsidiary of its Subsidiaries is a party or by which MainStreet it or any MainStreet Subsidiary of its Subsidiaries or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet it or any MainStreet Subsidiaryof its Subsidiaries. (iiiiv) Except for (A) the filing of applications, filings and notices, as applicable, with Nasdaq and the approval of the listing of the Continuing Corporation Common Stock issued pursuant to the Merger on Nasdaq, (B) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHCA, and approval of such applications, filings and notices, (C) the filing of applications, filings and notices, as applicable, with the FDIC, the Bureau of Financial Institutions of the Virginia State Corporation Commission (the “VABFI”) and the West Virginia Division of Financial Institutions (the “WVDFI”) in connection with the Merger and the Subsidiary Merger, and approval of such applications, filings and notices, (D) the filing with the SEC of a joint proxy statement in definitive form (including any amendments or supplements thereto, and other proxy solicitation materials of BHRB and SMMF constituting a part thereof, the “Joint Proxy Statement”) relating to the BHRB Shareholders Meeting (as defined herein) and the SMMF Shareholders Meeting (as defined herein), and of the registration statement on Form S-4, in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by BHRB in connection with the transactions contemplated by this Agreement (including any pre-effective or post-effective amendments or supplements thereto, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and declaration of effectiveness of the Registration Statement under the Securities Act and such other filings and reports as required pursuant to the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (E) the filing of the Articles of Merger with the Virginia State Corporation Commission and the Office of Secretary of State of the State of West Virginia, and the issuance of a certificate of merger by the Virginia State Corporation Commission pursuant to the VSCA and the issuance of a certificate of merger by the Office of the Secretary of State of the State of West Virginia pursuant to the WVBCA, and (F) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of the Continuing Corporation Common Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with the consummation of the transactions contemplated hereby, including the Merger. As of the date hereof, MainStreet it is not aware of any reason why the necessary regulatory approvals Regulatory Approvals (as defined herein) and consents will not be received in order to permit consummation of the transactions contemplated hereby, including the Merger.

Authority; No Breach of the Agreement. (i) MainStreet Towne has the corporate power and authority 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 by MainStreetTowne, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of MainStreet, subject only to the receipt of the approval of this Agreement and the Plan of Merger by the holders of more than two-thirds of the outstanding shares of MainStreet Common Stock (the “MainStreet Stockholder Approval”)Towne. This Agreement is a valid and legally binding obligation of MainStreetTowne, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). (ii) Neither the execution and delivery of this Agreement by MainStreetTowne, nor the consummation by MainStreet Towne of the transactions contemplated hereby, nor compliance by MainStreet Towne with any of the provisions hereof will: (A) conflict with or result in a breach of any provision of the Organizational Documents of MainStreet or Franklin Community BankTowne; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet Towne or any MainStreet Towne Subsidiary pursuant to any (1) note, bond, mortgage, mortgage or indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet Towne or any MainStreet Towne Subsidiary is a party or by which MainStreet Towne or any MainStreet Towne Subsidiary or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet Towne or any MainStreet Towne Subsidiary. (iii) Except for (A) the necessary Regulatory Approvals, (B) compliance with the applicable requirements of the Exchange Act and the Securities Act, (C) the separate filing of Articles of Merger with the Virginia State Corporation Commission and North Carolina Secretary of State to effect the Transaction, (D) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of the various states in connection with the issuance of shares of Towne Common Stock pursuant to this Agreement, (E) approval of listing the shares of Towne Common Stock to be issued pursuant to this Agreement on the NASDAQ Global Select Market, and (F) the consents and approvals of third parties that are not Governmental Authorities required to consummate the Transaction, no consents or approvals of or notices to or filings with any Governmental Authority or other third party are necessary in connection with the execution and delivery of this Agreement and the consummation by Towne Merger Sub of the Merger and Towne of the Bank Merger and the other transactions contemplated by this Agreement. As of the date hereof, MainStreet Towne is not aware of any reason why the necessary regulatory approvals Regulatory Approvals and consents will not be received in order to permit consummation of the MergerTransaction.

Authority; No Breach of the Agreement. (i) MainStreet It has the corporate power and authority 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 by MainStreetAgreement, and the consummation of the transactions contemplated hereby, by it have been duly and validly authorized by all necessary corporate action on the part of MainStreet, and subject only to the receipt of: (A) in the case of FMB, the approval of this Agreement and the Plan of Merger by the holders of more than two-thirds a majority of the outstanding shares of MainStreet FMB Class B Common Stock, voting as a separate class, and the holders of a majority of the outstanding shares of FMB Class A Common Stock and FMB Series A Preferred Stock, voting together as a single class (collectively, the “FMB Stockholder Approvals”); and (B) in the case of UBSH, approval of: (1) the issuance of the Continuing Corporation Common Stock pursuant to this Agreement and the amendment to the UBSH Bylaws as described in Section 1.3(c) in each case by a majority of the shares of UBSH Common Stock present or represented by proxy at the stockholders’ meeting to be held pursuant to this Agreement; (2) the Amended Articles as described in Section 1.3(b) by the holders of a majority of the outstanding shares of UBSH Common Stock (collectively, the “MainStreet UBSH Stockholder ApprovalApprovals”); and (3) the approval of this Agreement and the Plan of Merger by the Receiving Bank. This Agreement is a valid and legally binding obligation of MainStreetobligation, enforceable in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). The Continuing Corporation Common Stock and the Continuing Corporation TARP Preferred Stock to be issued in the Merger, when issued, will be validly issued, fully paid and nonassessable. (ii) Neither Except as set forth in Section 3.3(d)(ii) of its Disclosure Letter, neither the execution and delivery of this Agreement by MainStreetit, nor the consummation by MainStreet it of the transactions contemplated hereby, nor compliance by MainStreet it with any of the provisions hereof will: (A) conflict with or result in a breach of any provision of the its Organizational Documents of MainStreet or Franklin Community BankDocuments; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet it or any MainStreet Subsidiary of its Subsidiaries pursuant to any (1) note, bond, mortgage, indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet it or any MainStreet Subsidiary of its Subsidiaries is a party or by which MainStreet it or any MainStreet Subsidiary of its Subsidiaries or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet it or any MainStreet Subsidiaryof its Subsidiaries. (iii) As of the date hereof, MainStreet it is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger.

Authority; No Breach of the Agreement. (i) MainStreet It has the all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement, and, subject to obtaining the American Shareholder Approval (as defined herein) and the HomeTown Shareholder Approval (as defined herein), to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by MainStreetAgreement, and the consummation of the transactions contemplated hereby, by it have been duly and validly authorized by all necessary corporate action on the part (including valid authorization and adoption of MainStreet, this Agreement by its board of directors) and subject only to the receipt of (A) in the case of HomeTown, approval of this Agreement and the Plan of Merger by the holders of a majority of the outstanding shares of HomeTown Common Stock (the “HomeTown Shareholder Approval”) and (B) in the case of American, approval of this Agreement and the Plan of Merger by the holders of more than two-thirds of the outstanding shares of MainStreet American Common Stock (the “MainStreet Stockholder American Shareholder Approval”). . (ii) This Agreement has been duly executed and delivered by it and assuming due authorization, execution and delivery of this Agreement by the other party, this Agreement is a valid and legally binding obligation of MainStreetobligation, enforceable in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). American represents and warrants that the American Common Stock to be issued in the Merger, when issued, will be validly issued, fully paid and nonassessable. (iiiii) Neither the execution and delivery of this Agreement by MainStreetit, nor the consummation by MainStreet it of the transactions contemplated hereby, nor compliance by MainStreet it with any of the provisions hereof will: (A) conflict with with, violate or result in a breach or default of any provision of the its Organizational Documents of MainStreet or Franklin Community BankDocuments; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet it or any MainStreet Subsidiary of its Subsidiaries pursuant to any (1) note, bond, mortgage, mortgage or indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet it or any MainStreet Subsidiary of its Subsidiaries is a party or by which MainStreet it or any MainStreet Subsidiary of its Subsidiaries or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet it or any MainStreet Subsidiaryof its Subsidiaries. (iiiiv) Except for (A) the filing of applications, filings and notices, as applicable, with The Nasdaq Stock Market, LLC and the approval of the listing of the American Common Stock issued pursuant to the Merger on the Nasdaq Global Select Market, (B) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System under the BHCA, and approval of such applications, filings and notices, (C) the filing of applications, filings and notices, as applicable, with the Bureau of Financial Institutions of the Virginia State Corporation Commission and the Office of the Comptroller of the Currency in connection with the Merger and the Bank Merger, and approval of such applications, filings and notices, (D) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form (including any amendments or supplements thereto, and other proxy solicitation materials of American and HomeTown constituting a part thereof, the “Joint Proxy Statement”) relating to the American Shareholders Meeting (as defined herein) and the HomeTown Shareholders Meeting (as defined herein), and of the registration statement on Form S-4, in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by American in connection with the transactions contemplated by this Agreement (including any pre-effective or post-effective amendments or supplements thereto, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and declaration of effectiveness of the Registration Statement under the Securities Act and such other filings and reports as required pursuant to the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (E) the filing of the Articles of Merger with the Virginia State Corporation Commission pursuant to the VSCA, and (F) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of American Common Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with the consummation of the transactions contemplated hereby, including the Merger. As of the date hereof, MainStreet it is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the transactions contemplated hereby, including the Merger.

Authority; No Breach of the Agreement. (i) MainStreet CFFI has the all necessary corporate power and authority 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 by MainStreetAgreement, and the consummation of the transactions contemplated hereby, by CFFI have been duly and validly authorized by all necessary corporate action on the part of MainStreet, subject only to the receipt of the approval (including valid authorization and adoption of this Agreement and the Plan of Merger by the holders Board of more than two-thirds Directors of the outstanding shares CFFI). (ii) This Agreement has been duly executed and delivered by CFFI and assuming due authorization, execution and delivery of MainStreet Common Stock (the “MainStreet Stockholder Approval”). This this Agreement by PBVA, this Agreement is a valid and legally binding obligation of MainStreetobligation, enforceable in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). CFFI represents and warrants that the CFFI Common Stock to be issued in the Merger, when issued, will be validly issued, fully paid and nonassessable. (iiiii) Neither the execution and delivery of this Agreement by MainStreetCFFI, nor the consummation by MainStreet it of the transactions contemplated hereby, nor compliance by MainStreet it with any of the provisions hereof will: (A) conflict with with, violate or result in a breach or default of any provision of the its Organizational Documents of MainStreet or Franklin Community BankDocuments; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet it or any MainStreet Subsidiary of its Subsidiaries pursuant to any (1) note, bond, mortgage, mortgage or indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet it or any MainStreet Subsidiary of its Subsidiaries is a party or by which MainStreet it or any MainStreet Subsidiary of its Subsidiaries or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet it or any MainStreet Subsidiaryof its Subsidiaries. (iiiiv) Except for (A) the filing of applications, filings and notices, as applicable, with The Nasdaq Stock Market, LLC and the approval of the listing of the CFFI Common Stock issued pursuant to the Merger on the Nasdaq Global Select Market, (B) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System under the BHCA, and approval of such applications, filings and notices, (C) the filing of applications, filings and notices, as applicable, with the Bureau of Financial Institutions of the Virginia State Corporation Commission and the FDIC in connection with the Merger and the Subsidiary Bank Merger, and approval of such applications, filings and notices as applicable, (D) the filing with the SEC of the Proxy Statement relating to the PBVA Shareholders Meeting, and of the Registration Statement pursuant to the Securities Act and declaration of effectiveness of the Registration Statement under the Securities Act and such other filings and reports as required pursuant to the applicable requirements of the Securities Act and the Exchange Act, (E) the filing of the Articles of Merger with the Virginia State Corporation Commission pursuant to the VSCA, and (F) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CFFI Common Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with the consummation of the transactions contemplated hereby, including the Merger. As of the date hereof, MainStreet CFFI is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the transactions contemplated hereby, including the Merger.

Authority; No Breach of the Agreement. (i) MainStreet It has the all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement, and, subject to obtaining the VABK Shareholder Approval (as defined herein) and the FBSS Shareholder Approval (as defined herein), to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by MainStreetAgreement, and the consummation of the transactions contemplated hereby, by it have been duly and validly authorized by all necessary corporate action on the part (including valid authorization and adoption of MainStreetthis Agreement by its board of directors), subject only to the receipt of (A) in the case of FBSS, approval of this Agreement and the Plan of Merger by the holders of more than two-thirds of the outstanding shares of MainStreet FBSS Common Stock (the “MainStreet Stockholder FBSS Shareholder Approval”) and (B) in the case of VABK, approval of this Agreement and the Plan of Merger by the holders of at least a majority of the outstanding shares of VABK Common Stock (the “VABK Shareholder Approval”). . (ii) This Agreement has been duly executed and delivered by it and assuming due authorization, execution and delivery of this Agreement by the other party, this Agreement is a valid and legally binding obligation of MainStreetobligation, enforceable in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). VABK represents and warrants that the Continuing Corporation Common Stock to be issued in the Merger, when issued, will be validly issued, fully paid and nonassessable. (iiiii) Neither the execution and delivery of this Agreement by MainStreetit, nor the consummation by MainStreet it of the transactions contemplated hereby, nor compliance by MainStreet it with any of the provisions hereof will: (A) conflict with with, violate or result in a breach or default of any provision of the its Organizational Documents or any resolutions of MainStreet or Franklin Community Bankits Board of Directors; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet it or any MainStreet Subsidiary of its Subsidiaries pursuant to any (1) any note, bond, mortgage, mortgage or indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet it or any MainStreet Subsidiary of its Subsidiaries is a party or by which MainStreet it or any MainStreet Subsidiary of its Subsidiaries or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet it or any MainStreet Subsidiaryof its Subsidiaries. (iiiiv) Except for (A) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System under the BHCA, and approval of such applications, filings and notices, (B) the filing of applications, filings and notices, as applicable, with the Bureau of Financial Institutions of the Virginia State Corporation Commission and the Office of the Comptroller of the Currency in connection with the Merger and the Subsidiary Bank Merger, and approval of such applications, filings and notices, (C) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form (including any amendments or supplements thereto, and other proxy solicitation materials of VABK and FBSS constituting a part thereof, the “Joint Proxy Statement”) relating to the VABK Shareholders Meeting (as defined herein) and the FBSS Shareholders Meeting (as defined herein), and of the registration statement on Form S-4, in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by VABK in connection with the transactions contemplated by this Agreement (including any pre-effective or post-effective amendments or supplements thereto, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and declaration of effectiveness of the Registration Statement under the Securities Act and such other filings and reports as required pursuant to the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (D) the filing of the Articles of Merger with, and the issuance of a Certificate of Merger by, the Virginia State Corporation Commission pursuant to the VSCA, and (E) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of the Continuing Corporation Common Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with the consummation of the transactions contemplated hereby, including the Merger. As of the date hereof, MainStreet it is not aware of any reason why the necessary regulatory approvals Regulatory Approvals (as defined herein) and consents will not be received in order to permit consummation of the transactions contemplated hereby, including the Merger.

Authority; No Breach of the Agreement. (i) MainStreet Each of Parent and NBB has the all necessary corporate power and authority 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 by MainStreetParent and NBB, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of MainStreetParent and NBB. This Agreement has been duly executed and delivered by Xxxxxx and NBB and assuming due authorization, subject only to the receipt of the approval execution and delivery of this Agreement and the Plan of Merger by the holders of more than two-thirds of the outstanding shares of MainStreet Common Stock (the “MainStreet Stockholder Approval”). This FCB, this Agreement is a valid and legally binding obligation of MainStreetParent and NBB, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). (ii) Neither the execution and delivery of this Agreement by MainStreetParent and NBB, nor the consummation by MainStreet Parent and NBB of the transactions contemplated hereby, nor compliance by MainStreet Parent and NBB with any of the provisions hereof will: (A) conflict with with, violate or result in a breach or default of any provision of the Organizational Documents of MainStreet Parent or Franklin Community BankNBB; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet Parent or any MainStreet Parent Subsidiary pursuant to any (1) note, bond, mortgage, mortgage or indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet Parent or any MainStreet Parent Subsidiary is a party or by which MainStreet Parent or any MainStreet Parent Subsidiary or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet Parent or any MainStreet Parent Subsidiary. (iii) Except for (A) the necessary Regulatory Approvals, (B) the filing of Articles of Merger with the OCC and the Virginia SCC to effect the Merger, (C) the filing with the SEC of the Registration Statement and declaration of effectiveness of the Registration Statement under the Securities Act and such other filings and reports as required pursuant to the applicable requirements of the Securities Act and the Exchange Act, (D) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of the various states in connection with the issuance of shares of Parent Common Stock pursuant to this Agreement, and (E) approval of listing the shares of Parent Common Stock to be issued pursuant to this Agreement on the Nasdaq Capital Market, no consents or approvals of or notices to or filings with any Governmental Authority are necessary in connection with the execution and delivery of this Agreement and the consummation by Parent and NBB of the Merger and the other transactions contemplated by this Agreement, including the Merger. As of the date hereof, MainStreet is not aware to the Knowledge of Parent, there are no facts or circumstances that would materially impede or delay receipt of any Regulatory Approvals nor any reason why the necessary regulatory approvals Regulatory Approvals and consents will not be received in order to permit consummation of the Merger.

Authority; No Breach of the Agreement. (i) MainStreet FCB has the all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement, and and, subject to obtaining the FCB Shareholder Approval (as defined herein), to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by MainStreetAgreement, and the consummation of the transactions contemplated hereby, by FCB have been duly and validly authorized by all necessary corporate action on (including valid authorization and adoption of this Agreement by the part Board of MainStreet, Directors of FCB) and subject only to the receipt of the approval of this Agreement and the Plan of Merger by the holders of more than two-thirds of the outstanding shares of MainStreet FCB Common Stock (the “MainStreet Stockholder FCB Shareholder Approval”). This Agreement has been duly executed and delivered by FCB and assuming due authorization, execution and delivery of this Agreement by Parent and NBB, this Agreement is a valid and legally binding obligation of MainStreetFCB, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). (ii) Neither the execution and delivery of this Agreement by MainStreetFCB, nor the consummation by MainStreet FCB of the transactions contemplated hereby, nor compliance by MainStreet FCB with any of the provisions hereof will: (A) conflict with with, violate or result in a breach or default of any provision of the Organizational Documents of MainStreet or Franklin Community BankFCB; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet or any MainStreet Subsidiary FCB pursuant to any (1) note, bond, mortgage, mortgage or indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet or any MainStreet Subsidiary FCB is a party or by which MainStreet or any MainStreet Subsidiary FCB or any of their its properties or assets may be bound; or (C) subject to the receipt of all required regulatory shareholder approvals and stockholder the receipt, or the making, of the consents, approvals, waivers and filings referred to in subsection 3.3(c)(iii) and the expiration of related waiting periods, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet or any MainStreet SubsidiaryFCB. (iii) As Except for (A) the filing of any required applications, filings or notices with the Governmental Authorities (as defined herein) and the receipt of any permits, consents, approvals and authorizations of the date hereofGovernmental Authorities and all third parties necessary to consummate the transactions contemplated by this Agreement (the “Regulatory Approvals”), MainStreet is not aware (B) the filing of Articles of Merger with the OCC and the Virginia SCC to effect the Merger, (C) the filing with the Securities and Exchange Commission (the “SEC”) of a registration statement on Form S-4, which will include a proxy statement/prospectus in definitive form (including any reason why amendments or supplements thereto, and other proxy solicitation materials of FCB constituting a part thereof, the necessary regulatory approvals “Proxy Statement”) relating to the FCB Shareholders Meeting (as defined herein), in connection with the transactions contemplated by this Agreement (including any pre-effective or post-effective amendments or supplements thereto, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and consents will not be received in order to permit consummation declaration of effectiveness of the Merger.Registration Statement under the Securities Act and

Authority; No Breach of the Agreement. (i) MainStreet It has the corporate power and authority to execute, deliver and perform its obligations under this AgreementAgreement and the Stock Option Agreements, and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by MainStreetand the Stock Option Agreements, and the consummation of the transactions contemplated herebyhereby and thereby, by it have been duly and validly authorized by all necessary corporate action on the part of MainStreetaction, subject only to the receipt of (A) in the case of FNB, the approval of this Agreement and the Plan of Merger by the holders of more than two-thirds a majority of the outstanding shares of MainStreet FNB Common Stock (the “MainStreet FNB Stockholder Approval”), and (B) in the case of VFG, approval of this Agreement and the Plan of Merger by a majority of the outstanding shares of VFG Common Stock (the “VFG Stockholder Approval”). This Agreement is a and the Stock Option Agreements are its valid and legally binding obligation of MainStreetobligations, enforceable in accordance with its their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). The Continuing Corporation Common Stock to be issued in the Merger, when issued, will be validly issued, fully paid and nonassessable. (ii) The amendment to the VFG Bylaws as described in Section 1.3 has been duly and validly authorized by all necessary corporate action (including valid authorization and adoption of a resolution, not to be withdrawn, providing for such VFG Bylaw amendment contingent on the Effective Date. (iii) Neither the execution and delivery of this Agreement nor the Stock Option Agreements by MainStreetit, nor the consummation by MainStreet it of the transactions contemplated herebyhereby or thereby, nor compliance by MainStreet it with any of the provisions hereof or thereof will: (A) conflict with or result in a breach of any provision of the its Organizational Documents of MainStreet or Franklin Community BankDocuments; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet it or any MainStreet Subsidiary of its Subsidiaries pursuant to any (1) note, bond, mortgage, indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet it or any MainStreet Subsidiary of its Subsidiaries is a party or by which MainStreet it or any MainStreet Subsidiary of its Subsidiaries or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet it or any MainStreet Subsidiaryof its Subsidiaries. (iiiiv) As of the date hereof, MainStreet it is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger.

Authority; No Breach of the Agreement. (i) MainStreet It has the corporate power and authority 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 by MainStreetAgreement, and the consummation of the transactions contemplated hereby, by it have been duly and validly authorized by all necessary corporate action on the part of MainStreet, and subject only to the receipt of: (A) in the case of FMB, the approval of this Agreement and the Plan of Merger by the holders of more than two-thirds a majority of the outstanding shares of MainStreet FMB Class B Common Stock, voting as a separate class, and the holders of a majority of the outstanding shares of FMB Class A Common Stock and FMB Series A Preferred Stock, voting together as a single class (collectively, the “FMB Stockholder Approvals”); and (B) in the case of UBSH, approval of: (1) the issuance of the Continuing Corporation Common Stock pursuant to this Agreement by a majority of the shares of UBSH Common Stock present or represented by proxy at the stockholders’ meeting to be held pursuant to this Agreement; (2) the Amended Articles as described in Section 1.3(b) by the holders of a majority of the outstanding shares of UBSH Common Stock (collectively, the “MainStreet UBSH Stockholder ApprovalApprovals”); and (3) this Agreement and the Plan of Merger by the Acquisition Bank. This Agreement is a valid and legally binding obligation of MainStreetobligation, enforceable in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). The Continuing Corporation Common Stock and the Continuing Corporation TARP Preferred Stock to be issued in the Merger, when issued, will be validly issued, fully paid and nonassessable. (ii) Neither Except as set forth in Section 3.3(d)(ii) of its Disclosure Letter, neither the execution and delivery of this Agreement by MainStreetit, nor the consummation by MainStreet it of the transactions contemplated hereby, nor compliance by MainStreet it with any of the provisions hereof will: (A) conflict with or result in a breach of any provision of the its Organizational Documents of MainStreet or Franklin Community BankDocuments; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet it or any MainStreet Subsidiary of its Subsidiaries pursuant to any (1) note, bond, mortgage, indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet it or any MainStreet Subsidiary of its Subsidiaries is a party or by which MainStreet it or any MainStreet Subsidiary of its Subsidiaries or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet it or any MainStreet Subsidiaryof its Subsidiaries. (iii) As of the date hereof, MainStreet it is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger.

Authority; No Breach of the Agreement. (i) MainStreet CFNL has the corporate power and authority 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 by MainStreetCFNL, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of MainStreet, subject only to the receipt of the CFNL. No approval of this Agreement and the Plan of Merger by the holders shareholders of more than two-thirds CFNL is required under the articles of the outstanding shares incorporation or bylaws of MainStreet Common Stock (the “MainStreet Stockholder Approval”)CFNL, or any law, regulation, exchange listing standard, agreement or other provision to which CFNL or any CFNL Subsidiary are subject. This Agreement is a valid and legally binding obligation of MainStreetCFNL, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity). (ii) Neither the execution and delivery of this Agreement by MainStreetCFNL, nor the consummation by MainStreet CFNL of the transactions contemplated hereby, nor compliance by MainStreet CFNL with any of the provisions hereof will: (A) conflict with or result in a breach of any provision of the Organizational Documents of MainStreet CFNL or Franklin Community Cardinal Bank; (B) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon, any property or asset of MainStreet CFNL or any MainStreet CFNL Subsidiary pursuant to any (1) note, bond, mortgage, mortgage or indenture, or (2) any material license, agreement or other instrument or obligation, to which MainStreet CFNL or any MainStreet CFNL Subsidiary is a party or by which MainStreet CFNL or any MainStreet CFNL Subsidiary or any of their properties or assets may be bound; or (C) subject to the receipt of all required regulatory and stockholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to MainStreet CFNL or any MainStreet CFNL Subsidiary. (iii) As of the date hereof, MainStreet CFNL is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger.