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

Authority; No Breach of the Agreement. (i) It has 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, and the consummation of the transactions contemplated hereby, including the Merger, by it have been duly and validly authorized by all necessary corporate action (including valid authorization and adoption of 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 a majority of the outstanding shares of XBKS Common Stock (the “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”).

Authority; No Breach of the Agreement. (i) It has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement, and, subject to obtaining the UBSH BHRB Shareholder Approval (as defined belowherein) and the XBKS SMMF Shareholder Approval (as defined below) herein), to consummate the transactions contemplated hereby. The execution, delivery and performance of this AgreementAgreement by it, and the consummation of the transactions contemplated hereby, including the Merger, by it have been duly and validly authorized by all necessary corporate action (including valid authorization and adoption of this Agreement by its board of directors) and ), subject only to the receipt of (A) in the case of XBKSBHRB, 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 a majority of the outstanding shares of XBKS SMMF Common Stock (the “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 SMMF Shareholder Approval”).

Authority; No Breach of the Agreement. (i) It has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement, and, subject to obtaining the UBSH VABK Shareholder Approval (as defined belowherein) and the XBKS FBSS Shareholder Approval (as defined below) herein), to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, including the Merger, by it have been duly and validly authorized by all necessary corporate action (including valid authorization and adoption of this Agreement by its board of directors) and ), subject only to the receipt of (A) in the case of XBKSFBSS, approval of this Agreement and the Plan of Merger by the holders of a majority more than two-thirds of the outstanding shares of XBKS FBSS Common Stock (the “XBKS FBSS Shareholder Approval”) and (B) in the case of UBSHVABK, approval of this Agreement and the Plan of Merger by the holders of at least a majority of the outstanding shares of UBSH VABK Common Stock (the “UBSH VABK Shareholder Approval”).