Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company, nor the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each of the terms and provisions hereof will (i) violate any provision of the Company Certificate or the Company Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company YDKN has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates, subject to the receipt of the Requisite YDKN Vote and Requisite Regulatory Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers this Agreement contemplates have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effectYDKN. Except for the approval of this Agreement required under North Carolina law by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the Company Meeting by the holders outstanding shares of shares entitled to vote thereon YDKN Voting Common Stock (such affirmative shareholder vote, the “Requisite Company YDKN Vote”), no other corporate proceedings or approvals on the part of the Company YDKN are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. Other than those set forth in Section 1.8, no corporate approvals on the part of YDKN or YDKN Bank are necessary to approve the Bank Merger Agreement or consummate the Bank Merger. This Agreement has been duly and validly executed and delivered by YDKN and, assuming the Company and (assuming due authorization, execution and delivery of this Agreement by Parent) FNB, constitutes a the valid and binding obligation of the CompanyYDKN, enforceable against the Company YDKN in accordance with its terms (terms, except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the enforcement rights of insured depository institutions or the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))remedies. (b) Neither the execution and delivery of this Agreement by the Company, YDKN nor the consummation by YDKN of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergersthis Agreement contemplates, nor compliance by the Company YDKN with each any of the terms and or provisions hereof of this Agreement, will (i) violate any provision of the Company Certificate YDKN Articles or the Company YDKN Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 are duly obtainedobtained and/or made and are in full force and effect, (xA) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to the Company or YDKN, any of its the YDKN Subsidiaries or any of their respective properties or assets assets, or (yB) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) default under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company YDKN or any of its the YDKN Subsidiaries under, under any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company YDKN or any of its the YDKN Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults whichcreations with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyYDKN. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (ai) The Company UDS has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the CompanyUDS. The Board of Directors of the Company UDS has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s UDS stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that UDS stockholders for the stockholders purpose of approving the Company approve Merger and this Agreement and (the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except "UDS Stockholders Meeting"), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the Company Meeting by the holders outstanding shares of shares entitled to vote thereon UDS Common Stock (the “Requisite Company Vote”"UDS Stockholder Approval"), no other corporate proceedings or approvals on the part of the Company UDS are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company UDS and (assuming due authorization, execution and delivery by ParentValero) constitutes a valid and binding obligation of the CompanyUDS, enforceable against the Company UDS in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))terms. (bii) Neither the execution and delivery of this Agreement by the CompanyUDS, nor the consummation by UDS of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company UDS with each any of the terms and or provisions hereof hereof, will (iA) violate any provision of the Company Certificate of Incorporation or the Company Bylaws or any governing or organizational document By-Laws of any Company Subsidiary UDS, each as amended, or (iiB) assuming that the consents and approvals referred to in Section 3.4 4.1(d) are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or UDS, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or UDS, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or UDS, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)B)(y) above) for such violations, conflicts, breaches or defaults which, which either individually or in the aggregate, would aggregate will not reasonably be expected to have a Material Adverse Effect on UDS or the CompanySurviving Corporation. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. Except as set forth in Section 5.1(c) of the Company Disclosure Schedule: (ai) The Company has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Company Board of Directors of (upon recommendation by the CompanyCompany Independent Directors’ Committee), at a duly convened meeting thereof. The Board of Directors of Company, acting through the Company Board, has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders Stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effectMeeting. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at approvals that have been previously obtained, the Company Meeting by Stockholder Approval and the holders of shares entitled to vote thereon (the “Requisite Company Vote”)Unaffiliated Stockholder Approval, no other corporate proceedings votes or approvals on the part of the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parentthe Partners Entities) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization moratorium and similar Laws relating to or similar laws affecting the enforcement of creditors’ rights of creditors generally and the availability by general principles of equitable remedies equity (the “Enforceability Exceptions”regardless of whether such enforceability is considered in a proceeding in equity or at Law)). (bii) Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each any of the terms and or provisions hereof hereof, will (i1) (subject to receiving the Company Stockholder Approval and the Company Unaffiliated Stockholder Approval) violate any provision of the Company Certificate Articles of Incorporation or the Company Bylaws or any governing or the organizational document documents of any Company Subsidiary its Subsidiaries, or (ii2) assuming that the consents and approvals referred to in Section 3.4 5.1(d) are duly obtained, (x) violate any Law applicable to the Company or Company, any of its Subsidiaries or, to the Company’s Knowledge, any Partially Owned Entities of the Company or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or Company, any of its respective Subsidiaries or, to the Company’s Knowledge, any Partially Owned Entities of the Company under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company, any Subsidiary of the Company or or, to the Company’s Knowledge, any Partially Owned Entities of its Subsidiaries the Company is a party, or by which they or any of their respective properties or assets may be are bound, except (in the each case of this clause (y)) for such violations, conflicts, breaches breaches, losses, defaults, terminations, cancellations, accelerations or defaults which, either individually or in the aggregate, Liens which would not reasonably be expected to have constitute a Material Adverse Effect on the Company. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Integrated Mergers Transactions have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the CompanyCompany (the “Company Board”). The Board of Directors of Subject to Section 6.10(d), the Company Board has (i) determined that this Agreement and the Integrated Mergers, on the terms and conditions set forth in this Agreement, Transactions are advisable, fair to advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) stockholders and has directed that this Agreement and the transactions contemplated hereby Transactions be submitted to the Company’s stockholders for approval adoption at a duly called and convened held meeting of such stockholdersstockholders (the “Company Stockholder Meeting”) and, (iv) recommended that except for the stockholders voting power of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval adoption of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the outstanding shares of Company Meeting by the holders of shares Class A Common Stock and Company Class B Common Stock entitled to vote thereon at such meeting, voting together as a single class (the “Requisite Company VoteStockholder Approval”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or and to consummate the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium or other similar Laws, reorganization now or similar laws affecting the enforcement of hereafter in effect, relating to creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))available. (b) Neither the execution and delivery of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank MergersTransactions, nor compliance by the Company with each any of the terms and or provisions hereof of this Agreement, will (i) violate any provision of the Company Certificate Charter or the Company Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 are duly obtainedobtained and/or made, (xA) violate any Law order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) or any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, writ, edict, decree, rule, regulation, judgment, ruling, policy, guideline or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (a “Law”) applicable to the Company or Company, any of its the Company Subsidiaries or any of their respective properties or assets or (yB) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its the Company Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its the Company Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)) for such violations, conflicts, breaches or defaults whichreferred to in clause (ii) that would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to the approval of this Agreement by the Required Company Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors all necessary corporate action of the Company. The Board of Directors , and no other corporate and no shareholder proceedings (subject, in the case of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests consummation of the Company and its stockholdersMerger, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Required Company Vote”), no other corporate proceedings or approvals ) on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting the enforcement of creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each any of the terms and or provisions hereof hereof, will (i) violate any provision of the Company Certificate certificate of incorporation or bylaws of the Company Bylaws or any of the similar governing or organizational document documents of any Company Subsidiary of its Subsidiaries or (ii) assuming that the consents consents, approvals and approvals waiting periods referred to in Section 3.4 4.4 are duly obtainedobtained or satisfied, (x) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, award, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to the Company or any of its Subsidiaries or any of their respective properties properties, rights or assets assets, or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, modification or cancellation under, accelerate the performance required by, or result in the creation of any Lien (or have any of such results or effects upon notice or lapse of time, or both) upon any of the respective properties properties, rights or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (1) any contract, material leases or related agreements related to stores or other facilities operated by either of the Bank Subsidiaries or any of their affiliates or (2) any note, bond, mortgage, indenture, deed of trust, license, leaselease (other than such leases covered by clause (y)(1) above), agreement, arrangement contract, permit, concession, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties properties, rights, assets or assets business activities may be boundbound or affected, except (in the case of this clause clauses (yi) (to the extent relating to Subsidiaries) or (ii)) , for such violations, conflicts, breaches breaches, defaults or defaults whichother events which would not reasonably be expected to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in In accordance with its terms (except Section 14A:11-1 of the NJBCA, no appraisal or dissenters’ rights shall be available to holders of the Company Common Stock in all cases as may be limited by connection with the Enforceability Exceptions)Merger. (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the adoption of this Agreement and the Merger by holders of the Company Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company (the “Company Board”) and no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby (other than, with respect to the Merger, obtaining the approval of this Agreement by affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the DGCL, the certificate of incorporation of the Company and the bylaws of the Company (the “Company Stockholder Approval”)). This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by the Buyer) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors’ rights and remedies generally. (b) The Bank has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon Bank (the “Requisite Company VoteBank Board”), ) and no other corporate proceedings or approvals on the part of the Company Bank are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Bank and (assuming due authorization, execution and delivery by Parentthe Buyer) this Agreement constitutes a valid and binding obligation of the CompanyBank, enforceable against the Company Bank in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws Laws affecting the enforcement of creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (bc) Neither the execution and delivery of this Agreement by the CompanyCompany or the Bank, nor the consummation by the Company or the Bank of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company or the Bank with each any of the terms and or provisions hereof hereof, will (i) violate any provision of the Company Certificate certificate of incorporation, bylaws or similar governing documents of the Company Bylaws or any governing or organizational document of any Company Subsidiary its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained, (xA) violate any Law (or with respect to the Company or any of its Subsidiaries, any directive, policy or guideline of any Governmental Entity which has jurisdiction over the Company or any of its Subsidiaries) or Judgment applicable to the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (yB) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien Encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (except, in the case of this clause (yB)) , for such violations, conflicts, breaches defaults, terminations, accelerations and Encumbrances which are described with particularity in Section 3.3(c) of the Company Disclosure Schedule or defaults whichwould not reasonably be expected to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers Merger and the Bank Mergers, have, prior to the date hereof, Merger have been duly, duly and validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated MergersMerger, on the terms and conditions set forth in this Agreement, are advisable, fair to and is in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders shareholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement shareholders and the transactions contemplated hereby and (v) approved has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the outstanding shares of Company Meeting by the holders of shares Common Stock entitled to vote thereon on the Agreement (the “Requisite Company Vote”), and the adoption and approval of the Bank Merger Agreement by the Company as its sole shareholder, no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers Merger and the Bank MergersMerger, nor compliance by the Company with each any of the terms and or provisions hereof hereof, will (i) assuming the Requisite Company Vote is obtained, violate any provision of the Company Certificate Charter or the Company Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.4 and the Requisite Company Vote are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)ii) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (ai) The Company has full the corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and, subject to receipt of all necessary consents and approvals of Governmental Authorities and the approval of the Company’s shareholders of this Agreement, to consummate the transactions contemplated hereby. The execution and delivery Subject to the approval of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors shareholders of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby have been authorized by all necessary corporate action of the Company and the Company Board on or prior to the date hereof. The Company Board has directed that this Agreement be submitted to the Company’s stockholders shareholders for approval at a duly called and convened meeting of such stockholdersshareholders and, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except except for the approval and adoption of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the outstanding shares of Company Meeting by the holders of shares Common Stock entitled to vote thereon (the “Requisite Company Vote”)thereon, no other corporate proceedings or approvals on vote of the part shareholders of the Company are necessary is required by law, the Company Articles, the Company Bylaws or otherwise to approve this Agreement or to consummate and the transactions contemplated hereby. This Agreement The Company has been duly and validly executed and delivered by the Company and (this Agreement and, assuming due authorization, execution and delivery by Parent) constitutes , this Agreement is a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization or fraudulent transfer and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)or by general equity principles). (bii) Neither Subject to receipt, or the execution making, of the consents, approvals, waivers and filings referred to in Section 5.01(e) and the expiration of related waiting periods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by the CompanyCompany and the Company Bank, nor as applicable, and the consummation of the transactions contemplated herebyhereby and thereby do not and will not (A) constitute a breach or violation of, including or a default under, the Integrated Mergers and the Bank Mergers, nor compliance by articles of incorporation or bylaws (or similar governing documents) of the Company with each or any of the terms and provisions hereof will its Subsidiaries, (iB) violate any provision of the Company Certificate statute, code, ordinance, rule, regulation, judgment, order, writ, decree or the Company Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law injunction applicable to the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets or (yC) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreementcontract, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)) for such violations, conflicts, breaches bound or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Companyaffected. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, have, prior to the date hereof, hereby have been duly, validly and unanimously approved by the Company Board. Company Board of Directors of the Company. The Board of Directors of the Company has (i) determined unanimously that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to Agreement is advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a duly called and convened held meeting of such stockholders, (iv) recommended together with the recommendation of the Board of Directors that the stockholders of the Company approve and adopt this Agreement (the “Board Recommendation”) and the transactions contemplated hereby and (v) approved has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the outstanding shares of Company Meeting by the holders of shares Common Stock entitled to vote thereon at such meeting (the “Requisite Company VoteStockholder Approval”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentBuyer) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the enforcement of rights of creditors generally and the availability subject to general principles of equitable remedies equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each any of the terms and or provisions hereof of this Agreement, will (i) violate any provision of the Company Certificate or the Company Bylaws or any governing or organizational document of any Company Subsidiary Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 are duly obtainedobtained and/or made, (xA) violate any Law law, judgment, order, injunction or decree applicable to the Company or Company, any of its Subsidiaries or any of their respective properties or assets or (yB) except as set forth would not, individually or in Section 3.3(b)(ii)(y) of the Company Disclosure Scheduleaggregate, have a material adverse effect on the Company, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, franchise, permit, agreement, arrangement by-law or other instrument or obligation to which the Company or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound (collectively, except (in the case of this clause (y)) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions“Company Contracts”). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company 4.4.1 Legacy has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the approval of this Agreement by Legacy’s shareholders (the “Legacy Shareholder Approval”), to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Legacy and the consummation completion by Legacy of the transactions contemplated hereby, up to and including the Integrated Mergers Merger, have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyLegacy. This Agreement has been duly and validly executed and delivered by Legacy, and subject to Legacy Shareholder Approval and the Company approval of the shareholders of BHLB and (assuming the receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Parent) BHLB, constitutes a the valid and binding obligation of the CompanyLegacy, enforceable against the Company Legacy in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting the enforcement creditors’ rights generally, and subject, as to enforceability, to general principles of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. (ba) Neither Subject to compliance by BHLB with the terms and conditions of this Agreement, the execution and delivery of this Agreement by Legacy, subject to receipt of Regulatory Approvals and Legacy’s and BHLB’s compliance with any conditions contained therein, and subject to the Companyreceipt of the Legacy Shareholder Approval and the approval of the shareholders of BHLB, nor the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor (b) compliance by the Company Legacy with each of the terms and provisions hereof will not (i) violate conflict with or result in a breach of any provision of the Company Certificate certificate of incorporation or the Company Bylaws articles of association, as applicable, and bylaws of Legacy or any governing or organizational document of any Company Subsidiary or Legacy Banks; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Legacy or any of its Subsidiaries Legacy Banks or any of their respective properties or assets assets; or (yiii) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underamendment of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Legacy or any of its Subsidiaries under, Legacy Banks under any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument investment or obligation to which the Company Legacy or any of its Subsidiaries Legacy Banks is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)) for such violations, conflicts, breaches bound or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Companyaffected. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank MergersMerger, have, prior to the date hereof, been duly, validly and unanimously approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholdersshareholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders shareholders for approval at a duly called and convened meeting of such stockholdersshareholders, (iv) recommended that the stockholders shareholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company, nor the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank MergersMerger, nor compliance by the Company with each of the terms and provisions hereof will (i) violate any provision of the Company Certificate or the Company Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Board of Directors of TBOD Company Bank has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder shareholder of TBODCompany Bank, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD Company Bank and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBODCompany Bank, enforceable against TBOD Company Bank in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company Xenith has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers Merger have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the CompanyXenith. The Board of Directors of the Company Xenith has (i) determined in its good faith business judgment that the Integrated MergersMerger (including the Plan of Merger), on the terms and conditions set forth in this Agreement, are advisable, fair to and is in the best interests of the Company Xenith and its stockholders, (ii) approved this Agreement, (iii) shareholders and has directed that this Agreement and the transactions contemplated hereby Plan of Merger be submitted to the CompanyXenith’s stockholders shareholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement shareholders and the transactions contemplated hereby and (v) approved a resolution has adopted resolutions to the foregoing effect. Except for the approval of this Agreement the Plan of Merger by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the Company Meeting by the holders outstanding shares of shares entitled to vote thereon Xenith Common Stock (the “Requisite Company Xenith Vote”), and the adoption and approval of the Bank Merger Agreement by the Board of Directors of Xenith Bank and Xenith as its sole shareholder, no other corporate proceedings or approvals on the part of the Company Xenith are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Xenith and (assuming due authorization, execution and delivery by ParentHRB) constitutes a valid and binding obligation of the CompanyXenith, enforceable against the Company Xenith in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company, Xenith nor the consummation by Xenith of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company Xenith with each any of the terms and or provisions hereof hereof, will (i) violate any provision of the Company Certificate Xenith Articles or the Company Xenith Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Xenith or any of its Subsidiaries or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Xenith or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company Xenith or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)) above) for such violations, conflicts, breaches or defaults whichthat, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyXenith. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders shareholders for approval at a duly called and convened meeting of such stockholdersshareholders and, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except except for the approval adoption of this Agreement by the affirmative requisite vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”)Company’s shareholders, no other corporate proceedings or approvals on the part of the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement or and the Warrant and to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement has and the Warrant have been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) constitutes a this Agreement, the Warrant Agreement and the Warrant constitute valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting the enforcement of creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, nor the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each any of the terms and or provisions hereof hereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company Certificate or the Company Bylaws certificate of incorporation, by-laws or any similar governing or organizational document documents of any Company Subsidiary of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtainedobtained and, except as set forth in Section 3.3(b) of the Company Disclosure Schedule, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)) for such violations, conflicts, breaches bound or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Companyaffected. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Integrated Mergers Transactions have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the CompanyCompany (the “Company Board”). The Board of Directors of Subject to Section 6.10(d), the Company Board has (i) determined that this Agreement and the Integrated Mergers, on the terms and conditions set forth in this Agreement, Transactions are advisable, fair to advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) stockholders and has directed that this Agreement and the transactions contemplated hereby Transactions be submitted to the Company’s stockholders for approval adoption at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve Stockholders Meeting and, except for the adoption of this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement Transactions by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the outstanding shares of Company Meeting by the holders of shares Common Stock entitled to vote thereon at such meeting, voting together as a single class (the “Requisite Company VoteStockholder Approval”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or and to consummate the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium or other similar Laws, reorganization now or similar laws affecting the enforcement of hereafter in effect, relating to creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))available. (b) Neither the execution and delivery of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank MergersTransactions, nor compliance by the Company with each any of the terms and or provisions hereof of this Agreement, will (i) violate any provision of the Company Certificate Charter or the Company Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 are duly obtainedobtained and/or made, (xA) violate any Law order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) or any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, writ, edict, decree, rule, regulation, judgment, ruling, policy, guideline or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (a “Law”) applicable to the Company or Company, any of its the Company Subsidiaries or any of their respective properties or assets or (yB) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) upon any of the respective properties or assets of the Company or any of its the Company Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement or other instrument or obligation to which the Company Material Contract or any of its Subsidiaries is a partySpecified Contract, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)) for such violations, conflicts, breaches or defaults whichreferred to in clause (ii) that would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company 4.4.1. MFI has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals described in Section 8.3 and the approval of this Agreement by MFI's stockholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by MFI and the consummation completion by MFI of the transactions contemplated hereby, up to and including the Integrated Mergers Merger, have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyMFI. This Agreement has been duly and validly executed and delivered by MFI, and subject to approval by the Company stockholders of MFI and (assuming receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Parent) Brookline Bancorp, constitutes a the valid and binding obligation of the CompanyMFI, enforceable against the Company MFI in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting the enforcement creditors' rights generally, and subject, as to enforceability, to general principles of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 4.4.2. Subject to compliance by Brookline Bancorp with the terms and conditions of this Agreement, (bA) Neither the execution and delivery of this Agreement by MFI, (B) subject to receipt of Regulatory Approvals, and MFI's and Brookline Bancorp's compliance with any conditions contained therein, and subject to the Companyreceipt of the approval of the stockholders of MFI, nor the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor (C) compliance by the Company MFI with each any of the terms and or provisions hereof will not (i) violate conflict with or result in a breach of any provision of the Company Certificate of Incorporation or Bylaws of MFI or any MFI Subsidiary or the Company Certificate of Incorporation and Bylaws or any governing or organizational document of any Company Subsidiary or Medford Co-operative; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company MFI or any of its Subsidiaries MFI Subsidiary or any of their respective properties or assets assets; or (yiii) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company MFI or any of its Subsidiaries under, Medford Co-operative under any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument investment or obligation to which the Company MFI or any of its Subsidiaries Medford Co-operative is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)) for such violations, conflicts, breaches or defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, MFI and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes MFI Subsidiaries taken as a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions)whole. (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers Merger and the Bank Mergers, have, prior to the date hereof, Merger have been duly, duly and validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated MergersMerger, on the terms and conditions set forth in this Agreement, are advisable, fair to and is in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders shareholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement shareholders and the transactions contemplated hereby and (v) approved has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the outstanding shares of Company Meeting by the holders of shares entitled to vote thereon Common Stock (the “Requisite Company Vote”), and the adoption and approval of the Bank Merger Agreement by the Company as its sole shareholder, no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby (other than the submission to the shareholders of the Company of an advisory (non-binding) vote on the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers Merger and the Bank MergersMerger, nor compliance by the Company with each any of the terms and or provisions hereof hereof, will (i) violate any provision of the Company Certificate Charter or the Company Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company Seller has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the Offer and the Merger. The adoption, execution and delivery of this Agreement Agreement, and the approval of the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, hereby have, prior to as of the date hereof, been dulyrecommended by, and are duly and validly adopted and approved by a vote of, the Board board of Directors directors of the CompanySeller. The Board board of Directors directors of the Company Seller has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders Seller Stockholders for adoption and approval at a duly called and convened meeting of such stockholdersSeller Stockholders and, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except except for the adoption and approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”)Seller Stockholders, no other corporate proceedings or approvals on the part of the Company Seller are necessary to approve authorize this Agreement or to consummate each of the transactions contemplated herebyOffer and the Merger. This Agreement has been duly and validly executed and delivered by the Company Seller and (assuming due authorization, execution and delivery by Parentthe Parent and Purchaser) constitutes a the valid and binding obligation obligations of the CompanySeller, enforceable against the Company Seller in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))their respective terms. (b) Neither Except as set forth in Section 5.3(b) of the Seller Disclosure Schedule and assuming that all consents, authorizations, permits, waivers and approvals referred to in Section 5.4 of the Seller Disclosure Schedule have been obtained and all registrations, declarations, filings and notifications described in Section 5.3(b) of the Seller Disclosure Schedule have been made and any waiting periods thereunder have terminated or expired, neither the execution and delivery of this Agreement by the Company, Seller nor the consummation by the Seller of the transactions contemplated hereby, including the Integrated Mergers Offer and the Bank MergersMerger, nor compliance by the Company with each of the terms and provisions hereof will will, (i) conflict with or violate any provision of the Company Certificate of Incorporation or the Company Bylaws or any governing or other organizational document of like nature or the Bylaws of the Seller or any Company Subsidiary or of its Subsidiaries, (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) conflict with or violate any Law statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Seller or any of its Subsidiaries or by which any property or asset of the Seller or any of their respective properties its subsidiaries is bound or assets affected or (yiii) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a any breach of or any provision of or the loss of any benefit under, or constitute a change of control or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give to others any right of termination termination, vesting, amendment, acceleration or cancellation under, accelerate the performance required byof, or result in the creation of any Lien a lien, security interest, charge or other Encumbrance upon any of the respective properties or assets of the Company Seller or any of its Subsidiaries undersubsidiaries pursuant to, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, contract, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company Seller or any of its Subsidiaries subsidiaries is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be boundbound or affected, except except, with respect to (in the case of this clause (y)iii) above, for any such conflicts, violations, conflicts, breaches or defaults whichwhich would not, either individually or in the aggregate, would not reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and corporate authority to execute and deliver this Agreement and and, subject to receipt of the Company Required Vote, to consummate the transactions contemplated hereby. The Company Board at a duly held meeting has (i) determined that this Agreement and the Merger are in the best interests of the Company and the Stockholders and declared this Agreement and the Merger to be advisable, (ii) approved the Merger, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) subject to Section 5.10, recommended that the Stockholders adopt this Agreement and directed that this Agreement and the transactions contemplated hereby be submitted to for consideration by the Company’s stockholders for approval Stockholders at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effectStockholder Meeting. Except for the approval adoption of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes outstanding shares of Company Common Stock entitled to be cast vote at the Company Stockholder Meeting or by written consent of a majority of the holders outstanding shares of shares entitled to vote thereon Company Common Stock (the “Requisite Company Required Vote”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting the enforcement of creditors’ rights of creditors and remedies generally and the availability of equitable remedies (the “Enforceability Bankruptcy and Equity Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, hereby (including the Integrated Mergers and the Bank MergersMerger), nor compliance by the Company with each any of the terms and or provisions hereof hereof, will (i) violate any provision of the certificate of incorporation or bylaws of the Company Certificate or any of the similar governing documents of any of its Subsidiaries or the Company Bylaws or any governing or organizational document of any Company Subsidiary Affiliated Medical Practices or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 3.04 are duly obtainedobtained or made, (xA) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or Company, any of its Subsidiaries Subsidiaries, any of the Affiliated Medical Practices or any of their respective properties or assets assets, or (yB) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of of, or require redemption or repurchase or otherwise require the loss purchase or sale of any benefit undersecurities, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Company, any of its Subsidiaries or any of its Subsidiaries Affiliated Medical Practices under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company Company, any of its Subsidiaries or any of its Subsidiaries Affiliated Medical Practices is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)ii) above) for such violations, conflicts, breaches breaches, defaults or defaults other events which, either individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect on the CompanyEffect. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company UST has full corporate power and authority to execute and deliver this Agreement and subject to receipt of UST Shareholder Approval (as defined below) to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the UST Option Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby and the Bank Mergers, have, prior to the date hereof, thereby have been duly, duly and validly and approved by the Board of Directors of the CompanyUST. The Board of Directors of the Company UST has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders UST's shareholders for approval at a duly called and convened meeting of such stockholdersshareholders and, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except except for the approval adoption of this Agreement by the affirmative vote of the holders of at least a two-thirds of all the votes of the votes entitled to be cast at the Company Meeting by the holders outstanding shares of shares UST Common Stock entitled to vote thereon (the “Requisite Company Vote”"UST Shareholder Approval"), no other corporate proceedings or approvals on the part of the Company UST and no other shareholder votes are necessary to approve this Agreement or and the UST Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the UST Option Agreement have been duly and validly executed and delivered by the Company and (assuming UST. Assuming due authorization, execution and delivery by Parent) constitutes a SCHWAB and MERGER SUB, this Agreement and the UST Option Agreement constitute valid and binding obligation obligations of the CompanyUST, enforceable against the Company UST in accordance with its terms (except their terms, subject, in all cases as such enforceability may be limited by bankruptcythe case of this Agreement, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting to the enforcement receipt of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))UST Shareholder Approval. (b) Neither the execution and delivery of this Agreement and the UST Option Agreement by the Company, UST nor the consummation by UST of the transactions contemplated hereby, including the Integrated Mergers hereby and the Bank Mergersthereby, nor compliance by the Company UST with each any of the terms and or provisions hereof and thereof, will (i) violate any provision of the Company Certificate Certificates of Incorporation or the Company Bylaws of UST or any governing or organizational document of any Company Subsidiary its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company UST or any of its Subsidiaries or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of the Company UST or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement contract, or other instrument or obligation to which the Company UST or any of its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be boundbound or affected, except (in the case of this clause (y)ii) above) for such violations, conflicts, breaches breaches, defaults or defaults the loss of benefits which, either individually or in the aggregate, would not be reasonably be expected likely to have result in a UST Material Adverse Effect on the CompanyEffect. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and corporate authority to execute and deliver this Agreement and and, subject to receipt of the Company Required Vote (as hereinafter defined), to consummate the transactions contemplated herebyby this Agreement. The execution and delivery board of directors of the Company (the “Company Board”) at a duly held meeting has (i) determined that this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this AgreementMerger, are advisable, fair to and in the best interests of the Company and its stockholdersshareholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to hereby, including the Company’s stockholders for approval at a duly called Merger, (iii) approved the execution and convened meeting delivery of such stockholdersthis Agreement, and (iv) subject to Section 7.7, recommended that the stockholders shareholders of the Company approve this Agreement and the transactions contemplated hereby hereby, including the Merger (the “Company Recommendation”), and (v) approved a resolution to directed that such matter be submitted for consideration by the foregoing effectCompany’s holders of Company Common Stock and Series B Preferred at the Company Shareholder Meeting. None of the aforesaid actions by the Company Board has been amended, rescinded or modified as of the date of this Agreement. Except for the approval of this Agreement by the affirmative vote of a majority of the holders outstanding shares of at least a the Company Common Stock and two-thirds of all the outstanding shares of the votes entitled to be cast at the Company Meeting by the holders of shares Series B Preferred entitled to vote thereon (the “Requisite Company Required Vote”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting the enforcement of creditors’ rights of creditors and remedies generally and the availability of equitable remedies (the “Enforceability Bankruptcy and Equity Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each of the terms and provisions hereof Merger will (i) violate any provision of the Company Certificate articles of incorporation or bylaws of the Company Bylaws or any of the similar governing or organizational document documents of any Company Subsidiary of its Subsidiaries, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 4.4 are duly obtainedobtained or made, and except as set forth in Section 4.3(b) of the Company Disclosure Schedule, (xA) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (yB) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of of, or require redemption or repurchase or otherwise require the loss purchase or sale of any benefit securities under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)ii) above) for such violations, conflicts, breaches breaches, defaults or defaults other events which, either individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect on the CompanyEffect. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the CompanyCompany (the “Company Board”). The Company Board of Directors of the Company has (i) determined that this Agreement and the Integrated Mergers, on the terms and conditions set forth in this Agreement, transactions contemplated hereby are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) stockholders and has directed that this Agreement and the transactions contemplated hereby by this Agreement be submitted to the Company’s stockholders for approval adoption at a duly called and convened held meeting of such stockholdersstockholders (the “Company Stockholders Meeting”) and, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except except for the approval adoption of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the outstanding shares of Company Meeting by the holders of shares Common Stock entitled to vote thereon at such meeting, voting together as a single class (the “Requisite Company VoteStockholder Approval”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (such exception, the “Enforceability ExceptionsBankruptcy Exception”)). (b) Neither the execution and delivery of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each any of the terms and or provisions hereof of this Agreement, will (i) violate any provision of the Company Certificate Charter or the Company Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 are duly obtainedobtained and/or made, (xA) violate any Law order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) or any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, writ, edict, decree, rule, regulation, judgement, ruling, policy, guideline or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (a “Law”) applicable to the Company or Company, any of its the Company Subsidiaries or any of their respective properties or assets or (yB) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its the Company Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its the Company Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)) for such violations, conflicts, breaches or defaults whichreferred to in clause (ii) that would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Board Prior to the execution of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger this Agreement, and to the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorizationextent necessary, execution and delivery by Parent Bank) constitutes a valid and binding obligation the Compensation Committee of TBOD, enforceable against TBOD in accordance with its terms (except in all cases the Company Board took such action as may be limited required to assure the treatment of Company Stock Options contemplated by Exhibit 6.7(b) operates as therein provided with the Enforceability Exceptions)result that, immediately after the Effective Time, all options and other rights awarded under the Company Stock Plans shall be extinguished without further action. (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of stockholder approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve Stockholders Meeting. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and (v) validly approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote Board of Directors of the holders of at least a two-thirds of all of the votes entitled to be cast at Company. Other than the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”)Stockholders Meeting, no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub of this Agreement) constitutes a will constitute valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting the enforcement of creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company, of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each any of the terms and or provisions hereof hereof, will (i) violate any provision of the Company Certificate certificate of incorporation or bylaws of the Company Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained, (x) violate any Law Laws applicable to the Company Company, or any of its Subsidiaries or any of their respective properties or assets assets, or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under, under any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement or other instrument or obligation to which the Company or any of its Subsidiaries is a partyContract, or by which they or any of their respective properties or assets may be boundbound or affected, except (that in the each case of this clause (y)) for such violations, conflictsbreaches, breaches defaults, or defaults whichterminations as would not likely have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Board Company is not: (i) in violation of Directors its certificate of TBOD has approved incorporation or bylaws or similar documents; (ii) in default in the TBOD Bank Merger Agreement. The performance of any obligation, agreement or condition of any debt instrument which (with or without the passage of time or the giving of notice, or both) affords to any Person the right to accelerate any indebtedness or terminate any right; (iii) in default under or breach of (with or without the passage of time or the giving of notice) any other contract to which it is a party or by which it or its assets are bound; or (iv) in violation of any law, regulation, administrative order or judicial order, decree or judgment (domestic or foreign) applicable to it or its business or assets, except where any violation, default or breach under items (ii), (iii), or (iv) could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Company Required Vote, to consummate the transactions contemplated hereby. The Company Board at a duly held meeting has unanimously (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and the Shareholders and declared this Agreement and the Merger to be advisable, (ii) approved the Merger, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) recommended that the Shareholders adopt this Agreement and directed that this Agreement and the transactions contemplated hereby be submitted to for consideration by the Company’s stockholders for approval Shareholders at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effectShareholder Meeting. Except for the approval adoption of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the Company Meeting by the all holders of shares entitled to vote thereon Company Common Stock (the “Requisite Company Required Vote”), no other corporate proceedings or approvals on the part of the Company or its Shareholders are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization or moratorium and other similar laws affecting the enforcement of or relating to creditors rights of creditors generally and the availability is subject to general principles of equitable remedies (the “Enforceability Exceptions”))equity. (b) Neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each any of the terms and or provisions hereof hereof, will (i) violate or conflict with any provision of the Company Certificate Articles or the Company Bylaws or any governing or organizational document of the organizations documents of any Company Subsidiary Subsidiary, or (ii) assuming that all of the consents consents, approvals and approvals filings referred to in Section 3.4 4.04 are duly obtainedobtained or made, (xA) violate any Law Law, statute, code, ordinance, rule, regulation, judgment, order, writ, Permit, decree or injunction applicable to the Company, any Company or any of its Subsidiaries Subsidiary or any of their respective properties or assets assets, or (yB) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of of, or require redemption or repurchase or otherwise require the loss of purchase or sale of, any benefit undersecurities, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries Company Subsidiary under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, Lien, license, lease, agreementContract, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries Company Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)ii) above) for such violations, conflicts, breaches breaches, defaults or defaults which, either individually or in the aggregate, other events that would not reasonably be expected to have result in a Company Material Adverse Effect on the CompanyEffect. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the CompanyCompany Board. The Company Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders shareholders for approval and adoption at a duly called and convened meeting of such stockholdersshareholders and, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except except for the approval and adoption of this Agreement by the affirmative Company’s shareholders, by a vote of the holders of at least a two-thirds of all the shares represented (in person and by proxy) at such meeting (assuming that a quorum is present and acting throughout and assuming the accuracy of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon Parent’s representation and warranty in Section 5.9) (the “Company Requisite Company Vote”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting the enforcement of creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither Except as may be set forth in Section 4.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company and the Company Bank of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company and the Company Bank with each any of the terms and or provisions hereof hereof, will (i) violate any provision of the Articles of Incorporation or Bylaws of the Company Certificate or the charter, bylaws or similar governing documents of the Company Bylaws or any governing or organizational document of any Company Subsidiary Bank, or (ii) assuming that the consents and approvals referred to in Section 3.4 4.4 hereof are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries the Company Bank, or any of their respective properties or assets assets, or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries the Company Bank under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries the Company Bank is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)) for such violations, conflicts, breaches bound or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Companyaffected. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company WABCO has full corporate power and authority to execute and deliver this Agreement and the WABCO Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the WABCO Option Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby and the Bank Mergers, have, prior to the date hereof, thereby have been duly, duly and validly approved and approved declared advisable by the Board of Directors of the CompanyWABCO. The Board of Directors of the Company WABCO has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s WABCO's stockholders for approval adoption at a duly called and convened meeting of such stockholdersthe WABCO Stockholders Meeting (as defined in Section 5.3) and, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except except for the approval adoption of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the Company Meeting by the holders outstanding shares of shares entitled to vote thereon (the “Requisite Company Vote”)WABCO Common Stock, no other corporate proceedings or approvals on the part of the Company WABCO are necessary to approve and adopt this Agreement or and the WABCO Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. This Each of this Agreement and the WABCO Option Agreement has been duly and validly executed and delivered by the Company WABCO and (assuming due authorization, execution and delivery by ParentMotivePower of this Agreement and the WABCO Option Agreement) constitutes a valid and binding obligation of the CompanyWABCO, enforceable against the Company WABCO in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))terms. (b) Neither the execution and delivery of this Agreement or the WABCO Option Agreement by the Company, WABCO nor the consummation by WABCO of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergershereby or thereby, nor compliance by the Company WABCO with each any of the terms and or provisions hereof or thereof, will (i) violate any provision of the Company WABCO Certificate of Incorporation or the Company Bylaws or any governing or organizational document of any Company Subsidiary WABCO By-Laws or (ii) assuming that the consents and approvals referred to in Section 3.4 2.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company WABCO or any of its Subsidiaries or any of their respective properties or assets assets, or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company WABCO or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indentureindenture or other agreement, deed instrument for borrowed money, any guarantee of trust, any agreement or instrument for borrowed money or any license, lease, agreement, arrangement lease or any other agreement or instrument or obligation ("Material Agreement") to which the Company WABCO or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on the CompanyWABCO. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, have, prior to the date hereof, hereby have been duly, validly and unanimously approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that this Agreement and the Integrated Mergers, on the terms and conditions set forth in this Agreement, transactions contemplated hereby are advisable, fair to and in the best interests of the Company and its stockholders, shareholders and has directed (iisubject to Section 6.11 hereof) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby by this Agreement be submitted to the Company’s stockholders shareholders for approval at a duly called and convened held meeting of such stockholdersshareholders and, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes that holders of the outstanding shares of Company Common Stock are entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon such meeting (the “Requisite Company Shareholder Vote”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)remedies). (b) Neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each any of the terms and or provisions hereof of this Agreement, will (i) violate any provision of the Company Certificate Articles or the Company Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 are duly obtainedobtained and/or made, (xA) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction (as defined in Section 7.1(d)) applicable to the Company or Company, any of its Subsidiaries or any of their respective properties or assets or (yB) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (for, in the case of this clause (yii)) for , such violations, conflicts, conflicts or breaches or defaults which, either individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (ai) The Company has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyClosing. The execution and delivery of this Agreement Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby, Closing (including the Integrated Mergers Investment) have been declared advisable and duly and validly approved by the Bank Mergers, have, board of directors of the Company (the “Board of Directors”). As of or prior to the date hereofentry into this Agreement, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of has determined that (A) the Company has Share Issuance and the Conversions (i) determined that collectively, the Integrated Mergers“Investment”), on the terms and subject to the conditions set forth in this Agreementherein, are advisable, fair to and is in the best interests of the Company and its stockholdersstockholders and (B) the issuance of the shares of Common Stock and/or Preferred Stock, (ii) approved this Agreementin each case, (iii) directed that this Agreement pursuant to the Other Investment Agreements and the other transactions contemplated hereby be submitted thereby, on the terms and subject to the Company’s stockholders for approval at a duly called and convened meeting of such stockholdersconditions set forth therein, (iv) recommended that in each case, are in the stockholders best interests of the Company approve this Agreement and the transactions contemplated hereby its stockholders and (v) approved has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”), no No other corporate proceedings or approvals on the part of the Company or any of its Subsidiaries are necessary to approve this Agreement or for the Company to perform its obligations hereunder or consummate the transactions contemplated herebyClosing. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentPurchaser) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (bii) Neither None of the execution and delivery of this Agreement by the Company, nor the performance by the Company of its obligations hereunder, the consummation by the Company of the transactions contemplated herebyInvestment, including the Integrated Mergers and the Bank Mergers, nor or compliance by the Company with each any of the terms and or provisions hereof hereof, will (iA) violate any provision of the Company Certificate of Incorporation or the Amended and Restated Bylaws of the Company Bylaws (as amended, restated, supplemented or any governing or organizational document of any otherwise modified from time to time, the “Company Subsidiary Bylaws”) or (iiB) assuming that the consents and approvals referred to in Section 3.4 2.2(d) are duly obtained, (x) violate any Law applicable to the Company or Company, any of its Subsidiaries or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause clauses (y)B)(x) and (B)(y) above) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults whichcreations which would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. (ciii) The Board shares of Directors Common Stock to be issued (x) hereunder and (y) subject to the Requisite Stockholder Vote and the filing of TBOD has approved the TBOD Bank Merger AgreementCharter Amendment with the Delaware Secretary of State, upon the Conversions will be, in each case, validly authorized and, when issued, will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or past stockholder of the Company will have any preemptive right or similar rights in respect thereof. The Companyshares of Preferred Stock to be issued hereunder have been validly authorized and, as the sole when issued, will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or past stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and Company will have any preemptive right or similar rights in respect of any such issuance or exercise. Neither the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation Common Stock nor the Preferred Stock will be issued in violation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions)any applicable Law. (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s 's stockholders for approval at a duly called and convened meeting of such stockholdersstockholders and, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except except for the approval adoption of this Agreement by the affirmative requisite vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”)Company's stockholders, no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting the enforcement of creditors' rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither Except as may be set forth in Section 4.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each any of the terms and or provisions hereof hereof, will (i) violate any provision of the Articles of Incorporation or Bylaws of the Company Certificate or the Company Bylaws articles of incorporation, bylaws or any similar governing or organizational document documents of any Company Subsidiary of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.4 4.4 hereof are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)) for such violations, conflicts, breaches bound or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Companyaffected. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company Tower has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the CompanyTower. The Board of Directors of the Company Tower has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the CompanyTower’s stockholders shareholders for approval at a duly called and convened meeting of such stockholdersthe Tower Special Meeting and, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except except for the approval adoption of this Agreement by the affirmative requisite vote of the holders outstanding shares of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”)Tower Common Stock, no other corporate proceedings or approvals on the part of Tower (except for matters related to setting the Company date, time, place and record date for the Tower Special Meeting) are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by the Company Tower and (assuming due authorization, execution and delivery by ParentFirst Xxxxxxx) and constitutes a the valid and binding obligation of the CompanyTower, enforceable against the Company Tower in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws law affecting the enforcement of creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither the execution and delivery of this Agreement by the Company, Tower nor the consummation by Tower of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company Tower with each any of the terms and or provisions hereof hereof, will (i) violate any provision of the Company Certificate articles of incorporation or the Company Bylaws or any governing or organizational document bylaws of any Company Subsidiary Tower, or (ii) assuming that the consents and approvals referred to in Section 3.4 4.4 are duly obtained, (x) violate any Law Laws applicable to the Company Tower or any of its Subsidiaries or any of their respective properties or assets assets, or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Tower or any of its Subsidiaries under, Graystone Bank under any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company Tower or any of its Subsidiaries Graystone Bank is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)) for such violations, conflicts, breaches bound or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Companyaffected. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (ai) The Company Tosco has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the CompanyTosco. The Board of Directors of the Company Tosco has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s Tosco stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that Tosco stockholders for the stockholders purpose of approving the Company approve Merger and this Agreement and (the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except "Tosco Stockholders Meeting"), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the Company Meeting by the holders outstanding shares of shares entitled to vote thereon Tosco Common Stock (the “Requisite Company Vote”"Tosco Stockholder Approval"), no other corporate proceedings or approvals on the part of the Company Tosco are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Tosco and (assuming due authorization, execution and delivery by ParentXxxxxxxx and Merger Sub) constitutes a valid and binding obligation of the CompanyTosco, enforceable against the Company Tosco in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))terms. (bii) Neither the execution and delivery of this Agreement by the CompanyTosco, nor the consummation by Tosco of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company Tosco with each any of the terms and or provisions hereof hereof, will (iA) violate any provision of the Company Certificate Amended and Restated Articles of Incorporation or the Company Bylaws or any governing or organizational document By-Laws of any Company Subsidiary Tosco, or (iiB) assuming that the consents and approvals referred to in Section 3.4 4.1(d) are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or Tosco, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or Tosco, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or Tosco, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)) above) for such violations, conflicts, breaches or defaults which, which either individually or in the aggregate, would aggregate will not reasonably be expected to have a Material Adverse Effect on Tosco or the CompanySurviving Corporation. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company Xxxxxx has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby and the Bank Mergers, have, prior to the date hereof, thereby have been duly, duly and validly adopted and approved by the Board of Directors of the CompanyXxxxxx by a unanimous vote thereof. The Board of Directors of the Company Xxxxxx has (i) determined that the Integrated MergersMerger, on the terms and conditions set forth in this Agreement, are advisable, fair to and is in the best interests of the Company Xxxxxx and its stockholders, (ii) approved this Agreement, (iii) shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders Xxxxxx’x shareholders for approval at a duly called and convened held meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement shareholders and the transactions contemplated hereby and (v) approved has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of at least a two-thirds majority of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon outstanding Xxxxxx Common Stock (the “Requisite Company VoteXxxxxx Shareholder Approval”), no other corporate proceedings or approvals on the part of the Company Xxxxxx are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Xxxxxx and (assuming due authorization, execution and delivery by ParentM&T and Merger Sub) constitutes a the valid and binding obligation of the CompanyXxxxxx, enforceable against the Company Xxxxxx in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the enforcement of rights of creditors generally and the availability subject to general principles of equitable remedies equity (the “Enforceability Bankruptcy and Equity Exceptions”)). (b) Neither the execution and delivery of this Agreement by the CompanyXxxxxx, nor the consummation by Xxxxxx of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company Xxxxxx with each any of the terms and or provisions hereof of this Agreement, will (i) violate any provision of the Company Certificate Xxxxxx Articles or the Company Xxxxxx Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 are duly obtainedobtained and/or made, (xA) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, injunction, guideline or decree applicable to the Company or Xxxxxx, any of its Subsidiaries or any of their respective properties or assets or (yB) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Xxxxxx or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, franchise, permit, agreement, arrangement by-law or other instrument or obligation to which the Company Xxxxxx or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of this with respect to clause (yii)) for , any such violationsviolation, conflictsconflict, breaches breach, default, termination, cancellation, acceleration or defaults whichcreation as would not reasonably be likely, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyXxxxxx. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (ai) The Company Cal Dive has full corporate and Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board board of Directors directors and stockholders of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement Cal Dive and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called managers and convened meeting sole member of such stockholdersMerger Sub, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”), no other corporate entity proceedings or approvals on the part of the Company Cal Dive or Merger Sub are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company each of Cal Dive and Merger Sub and (assuming due authorization, execution and delivery by Parentthe Company) constitutes a valid and binding obligation of the CompanyCal Dive and Merger Sub, enforceable against the Company Cal Dive and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to the effects of bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization or moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights of creditors generally generally, and the availability of general equitable remedies principles (the “Enforceability Exceptions”)whether considered in a proceeding in equity or at law). (bii) Neither the execution and delivery of this Agreement by the Company, Cal Dive and Merger Sub nor the consummation by Cal Dive and Merger Sub of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company Cal Dive and Merger Sub with each any of the terms and or provisions hereof hereof, will (iA) violate any provision of the Company Certificate of Incorporation or By-Laws of Cal Dive or the Company Bylaws certificate of formation or any governing or organizational document limited liability company agreement of any Company Subsidiary Merger Sub, or (iiB) assuming that the consents and approvals referred to in Section 3.4 3.2(d) are duly obtained, (xI) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree, or injunction applicable to the Company Cal Dive or any of its Subsidiaries or any of their respective properties or assets assets, or (yII) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Cal Dive or any of its Subsidiaries under, any of the terms, conditions conditions, or provisions of any contract, notearrangement, bondcommitment, mortgage, indenture, deed of trust, license, lease, agreement, arrangement or other instrument or obligation understanding to which the Company Cal Dive or any of its Subsidiaries is a party, bound or by to which they or any of their respective properties or assets may be boundis subject, except (in the case of this clause (y)B) above) for such violations, conflicts, breaches breaches, losses, defaults, terminations, cancellations, accelerations or defaults whichLiens that would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Cal Dive or the Surviving Company. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company 4.4.1. Cheviot Financial has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the approval of this Agreement by Cheviot Financial’s stockholders (the “Cheviot Financial Stockholder Approval”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Cheviot Financial and the consummation completion by Cheviot Financial of the transactions contemplated hereby, up to and including the Integrated Mergers Merger, have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated MergersCheviot Financial, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”), no other corporate proceedings or approvals on the part of Cheviot Financial, other than the Company Cheviot Financial Stockholder Approval, are necessary to approve this Agreement or to consummate and complete the transactions contemplated hereby, up to and including the Merger. This Agreement has been duly and validly executed and delivered by Cheviot Financial, and subject to Cheviot Financial Stockholder Approval, receipt of the Company Regulatory Approvals and (assuming due authorization, and valid execution and delivery of this Agreement by Parent) MainSource, constitutes a the valid and binding obligation of the CompanyCheviot Financial, enforceable against the Company Cheviot Financial in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting the enforcement creditors’ rights generally, and subject, as to enforceability, to general principles of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 4.4.2. Subject to the receipt of the Regulatory Approvals and compliance by MainSource and Cheviot Financial with any conditions contained therein, and Cheviot Financial Stockholder Approval, (bA) Neither the execution and delivery of this Agreement by the Company, nor Cheviot Financial, (B) the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor and (C) compliance by the Company Cheviot Financial with each any of the terms and or provisions hereof will not (i) violate conflict with or result in a breach of any provision of the Company Certificate articles of incorporation, bylaws, or the Company Bylaws charter documents of Cheviot Financial or any governing or organizational document of any Company Subsidiary or Cheviot Financial Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law local, state or federal law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Cheviot Financial or any of its Subsidiaries Cheviot Financial Subsidiary or any of their respective properties or assets assets; or (yiii) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Cheviot Financial or any of its Subsidiaries under, Cheviot Financial Subsidiary under any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement, arrangement arrangement, commitment, or other instrument instrument, investment or obligation to which the Company or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)) for such violations, conflicts, breaches or defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on Cheviot Financial and the CompanyCheviot Financial Subsidiaries taken as a whole. (c) 4.4.3. The Cheviot Financial Stockholder Approval is the only vote of holders of any class of Cheviot Financial’s capital stock necessary to adopt and approve this Agreement and the transactions contemplated hereby. 4.4.4. The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The CompanyCheviot Financial, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been by resolution duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited adopted by the Enforceability Exceptions). (d) The unanimous vote of the Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPBat a meeting duly called and held, has approved the VPB Bank Merger (i) determined that this Agreement, the Merger and the VPB Bank other transactions contemplated hereby are fair to and in the best interests of Cheviot Financial and its stockholders and declared the Merger Agreement has been duly executed by VPB to be advisable, and (assuming due authorization, execution ii) recommended that the stockholders of Cheviot Financial approve this Agreement and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may directed that such matter be limited submitted for consideration by the Enforceability Exceptions)Cheviot Financial stockholders at the Cheviot Financial Stockholders Meeting.

Authority; No Violation. (a) The Company HBE has full corporate power and authority to execute and deliver each of this Agreement, the Plan of Merger and the HBE Stock Option Agreement and, subject to shareholder and regulatory approvals, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Plan of Merger and the HBE Stock Option Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby and the Bank Mergers, have, prior to the date hereof, thereby have been duly, duly and validly and approved by the Board of Directors of the CompanyHBE. The Board of Directors of the Company HBE has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting Plan of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement Merger and the transactions contemplated hereby and (v) approved thereby be submitted to HBE's shareholders for approval at a resolution to the foregoing effect. Except meeting of such shareholders and, except for the approval adoption of this Agreement and the Plan of Merger by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the Company Meeting by the holders outstanding shares of shares entitled to vote thereon (the “Requisite Company Vote”)HBE Common Stock, no other corporate proceedings or approvals on the part of the Company HBE are necessary to approve this Agreement, the Plan of Merger and the HBE Stock Option Agreement or and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the HBE Stock Option Agreement have been duly and validly executed and delivered by the Company HBE and (assuming due authorization, execution and delivery by ParentSFS) constitutes a constitute valid and binding obligation obligations of the CompanyHBE, enforceable against the Company HBE in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company, nor the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each of the terms and provisions hereof will (i) violate any provision of the Company Certificate or the Company Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) terms. Furthermore, the Plan of the Company Disclosure ScheduleMerger, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or when executed and delivered by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD HBE and (assuming due authorization, execution and delivery by Parent Bank) constitutes SFS), shall constitute a valid and binding obligation of TBODHBE, enforceable against TBOD HBE in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions)terms. (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (ai) The Company HEOP has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, all necessary corporate action on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests part of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effectHEOP. Except for the approval of this Agreement by the affirmative vote a majority of the holders shares of at least a two-thirds of all of the votes entitled to be cast HEOP Common Stock represented at the Company HEOP Shareholders Meeting by the holders of shares and entitled to vote thereon (the “Requisite Company VoteHEOP Shareholder Approval”), no other corporate proceedings or approvals on the part of the Company HEOP are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming HEOP. Assuming due authorization, execution and delivery by Parent) the Company, this Agreement constitutes a valid and binding obligation of the CompanyHEOP, enforceable against the Company HEOP in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transferreorganization, moratoriumreceivership, reorganization conservatorship, arrangement, moratorium or similar laws other Laws affecting or relating to the enforcement of rights of creditors generally and or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”))and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (bii) Neither the execution and delivery of this Agreement by the CompanyHEOP, nor the consummation by HEOP of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company HEOP with each any of the terms and or provisions hereof hereof, will (i) violate any provision of the Company Certificate articles of incorporation or the Company Bylaws or any governing or organizational document bylaws of any Company Subsidiary HEOP or (ii) assuming that the HEOP Shareholder Approval, and the consents and approvals referred to in Section 3.4 5.01(d) are duly obtained, (xA) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company HEOP or any of its Subsidiaries or any of their respective properties or assets or (yB) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of the Company HEOP or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement contract, or other instrument or obligation to which the Company HEOP or any of its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be boundbound or affected, except (in the case of this clause (y)ii) above) for such violations, conflicts, breaches breaches, defaults or defaults whichthe loss of benefits that would not reasonably be expected to, either individually or in the aggregate, would not reasonably be expected to have a HEOP Material Adverse Effect on the CompanyEffect. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (ai) The Company Premcor has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby, including the Integrated Mergers have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the CompanyPremcor. The Board of Directors of the Company Premcor has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s Premcor stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that Premcor stockholders for the stockholders purpose of approving the Company approve Merger and this Agreement and (the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except “Premcor Stockholders Meeting”), and, except for the approval of the Merger and of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the Company Meeting by the holders outstanding shares of shares entitled to vote thereon Premcor Common Stock (the “Requisite Company VotePremcor Stockholder Approval”), no other corporate proceedings or approvals on the part of the Company Premcor are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Premcor and (assuming due authorization, execution and delivery by ParentValero) constitutes a valid and binding obligation of the CompanyPremcor, enforceable against the Company Premcor in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))terms. (bii) Neither the execution and delivery of this Agreement by the CompanyPremcor, nor the consummation by Premcor of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company Premcor with each any of the terms and or provisions hereof of this Agreement, will (iA) violate any provision of the Company Amended and Restated Certificate of Incorporation or the Company Bylaws or any governing or organizational document Amended and Restated By-Laws of any Company Subsidiary Premcor, or (iiB) assuming that the consents and approvals referred to in Section 3.4 4.1(d) are duly obtained, (x1) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (y2) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or Premcor, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or Premcor, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)B)(2) above) for such violations, conflicts, breaches or defaults which, that either individually or in the aggregate, would aggregate will not reasonably be expected to have a Material Adverse Effect on Premcor or the CompanySurviving Corporation. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company Xxxxx Fargo has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the CompanyXxxxx Fargo. The Board of Directors of the Company Xxxxx Fargo has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s Xxxxx Fargo's stockholders for approval adoption at a duly called and convened meeting of such stockholdersstockholders and, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except except for the approval adoption of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the Company Meeting by the holders outstanding shares of shares entitled to vote thereon (the “Requisite Company Vote”)Xxxxx Fargo Common Stock, no other corporate proceedings or approvals on the part of the Company Xxxxx Fargo are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Xxxxx Fargo and (assuming due authorization, execution and delivery by ParentNorwest) constitutes a valid and binding obligation of the CompanyXxxxx Fargo, enforceable against the Company Xxxxx Fargo in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)remedies). (b) Neither the execution and delivery of this Agreement by the CompanyXxxxx Fargo, nor the consummation by Xxxxx Fargo of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company Xxxxx Fargo with each any of the terms and or provisions hereof hereof, will (i) violate any provision of the Company Xxxxx Fargo Certificate or the Company Bylaws or any governing or organizational document of any Company Subsidiary By-Laws, or (ii) assuming that the consents and approvals referred to in Section 3.4 4.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or Xxxxx Fargo, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or Xxxxx Fargo, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or Xxxxx Fargo, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)) above) for such violations, conflicts, breaches or defaults which, which either individually or in the aggregate, would aggregate will not reasonably be expected to have a Material Adverse Effect on the CompanyXxxxx Fargo. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (ai) The Company has full corporate all requisite real estate investment trust power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and and, subject to the receipt of the Company Required Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, have, prior to the date hereof, hereby have been duly, validly and approved duly authorized by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests Trust Managers of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and all other necessary real estate investment trust action on the transactions contemplated hereby be submitted to part of the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that other than the stockholders receipt of the Company approve this Agreement Required Vote and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote filing of the holders Articles of at least a two-thirds of all of Merger with the votes entitled to be cast at Xxxxxx County Clerk and the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”)SDAT, as applicable, and no other corporate proceedings or approvals on the part of the Company are necessary to approve authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorizationconstitutes, subject to the execution and delivery by Parent) constitutes , a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization or moratorium and other similar laws affecting the enforcement of or relating to creditors’ rights of creditors generally and the availability subject to general principles of equitable remedies equity (the “Enforceability Bankruptcy and Equitable Exceptions”)). (bii) Neither the The execution and delivery by the Company of this Agreement by does not, and, except as described in Section 3.1(c)(ii) of the CompanyCompany Disclosure Letter, nor the consummation of the transactions contemplated hereby, including by this Agreement and compliance with the Integrated Mergers and the Bank Mergers, nor compliance provisions of this Agreement by the Company will not (A) conflict with each of the terms and provisions hereof will (i) violate any provision of the Company Certificate or the Company Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a any violation or breach of any provision of of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of, or result in, termination, modification, cancellation or acceleration of termination any obligation or cancellation underto the loss of a benefit under any Contract, accelerate permit, concession, franchise or right binding upon the performance required by, Company or any Subsidiary of the Company or to which any of their respective properties or assets are bound or result in the creation of any Lien upon any of the respective properties or assets of the Company or any Subsidiary of its Subsidiaries underthe Company, other than Permitted Liens, (B) conflict with or result in any violation of any provision of the Organizational Documents of the Company, any Subsidiary of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement or other instrument or obligation to which the Company or any Company Joint Venture or (C) conflict with or result in any violation of its Subsidiaries is a party, any Laws applicable to the Company or by which they any Subsidiary of the Company or any of their respective properties or assets may be boundassets, except (other than in the case of this clause clauses (yA) and (B) (with respect to Company Joint Ventures and Subsidiaries of the Company that are not Significant Subsidiaries)) for such violations, conflictsas would not reasonably be expected to have, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (ciii) The Board Except for (A) the applicable requirements, if any, of Directors state securities or “blue sky” laws (“Blue Sky Laws”), (B) required filings or approvals under the U.S. Securities Exchange Act of TBOD has approved the TBOD Bank Merger Agreement. The Company1934, as amended (the sole stockholder “Exchange Act”) and the U.S. Securities Act of TBOD1933, has approved as amended (the TBOD Bank Merger Agreement“Securities Act”), (C) any filings or approvals required under the rules and regulations of the New York Stock Exchange (“NYSE”), (D) as may be required in connection with federal, state or local transfer Taxes, and (E) the TBOD Bank filing of the Articles of Merger Agreement has been duly executed with the Xxxxxx County Clerk pursuant to the TBOC and the SDAT pursuant to the MGCL, as applicable, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, local or foreign governmental or quasi-governmental authority or instrumentality, domestic or foreign, or industry self-regulatory organization (a “Governmental Entity”) is required by TBOD and (assuming due authorization, or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited this Agreement by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved Company or the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited consummation by the Enforceability Exceptions)Company of the transactions contemplated hereby, except for such consents, approvals, orders, authorizations, registrations, declarations or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company United has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers Merger have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the CompanyUnited. The Board of Directors of the Company United has (i) determined that the Integrated MergersMerger, on the terms and conditions set forth in this Agreement, are advisable, fair to and is in the best interests of the Company United and its stockholders, (ii) approved this Agreement, (iii) stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the CompanyUnited’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the Company Meeting by the holders outstanding shares of shares entitled to vote thereon United Common Stock (the “Requisite Company United Vote”), and the adoption and approval of the Bank Merger Agreement by United Bank and United as its sole shareholder, no other corporate proceedings or approvals on the part of the Company United are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company United and (assuming due authorization, execution and delivery by ParentRockville) constitutes a valid and binding obligation of the CompanyUnited, enforceable against the Company United in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company, United nor the consummation by United of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company United with each any of the terms and or provisions hereof hereof, will (i) violate any provision of the Company Certificate United Articles or the Company United’s Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company United or any of its Subsidiaries or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company United or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company United or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)ii) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyUnited. (c) The Board of Directors of TBOD United Bank has approved adopted the TBOD Bank Merger Agreement. The Company, United, as the sole stockholder shareholder of TBODUnited Bank, has approved shall, promptly hereafter, approve the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent United Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (ai) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the CompanyCompany and declared advisable. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s Company stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve stockholders for the purpose of approving the Merger and adopting this Agreement and (the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except "COMPANY STOCKHOLDERS MEETING"), and, except for the approval of the Merger and the adoption of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the outstanding shares of Company Meeting by the holders of shares entitled to vote thereon Common Stock (the “Requisite Company Vote”"COMPANY STOCKHOLDER APPROVAL"), except for amending the Rights Agreement as set described in Section 6.14, no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentBuyer and Merger Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization insolvency or other similar laws now or hereafter in effect generally affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))creditors' rights. (bii) Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each any of the terms and or provisions hereof hereof, will (iA) violate any provision of the Company Certificate certificate of incorporation or bylaws of the Company Bylaws or any governing or organizational document of any Company Subsidiary Company, or (iiB) assuming that the consents and approvals referred to in Section 3.4 4.1(d) are duly obtained, except as set forth in Section 4.1(c)(ii) of the Company Disclosure Schedule, (xI) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or Company, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (yII) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or Company, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or Company, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)B) above, for such violations, conflicts, breaches or defaults which, that either individually or in the aggregate, would aggregate will not reasonably be expected to have a Material Adverse Effect on the CompanyCompany or the Surviving Corporation. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the adoption of this Agreement by a majority of the outstanding shares of Company Common Stock entitled to vote at a meeting of the stockholders of the Company at which a quorum exists (the “Requisite Company Vote”), to consummate the Merger and the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Company Board. As of the date hereof, the Company Board has unanimously approved and declared advisable this Agreement and the transactions contemplated hereby, including the Integrated Mergers Merger, and determined that this Agreement and the Bank Mergerstransactions contemplated hereby, have, prior to including the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated MergersMerger, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened held meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved has unanimously adopted a resolution making a recommendation to the foregoing effect. Except for the approval adoption of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parenteach of Parent and Merger Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the enforcement of rights of creditors generally and the availability subject to general principles of equitable remedies equity (the “Enforceability Exceptions”)). (b) Neither Subject to the receipt of the Requisite Company Vote, neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each any of the terms and or provisions hereof hereof, will (i) violate any provision of the Company Certificate Charter or the Company Bylaws or any governing or organizational document of any Company Subsidiary Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 are duly obtainedobtained and/or made, (xA) violate any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (yB) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)ii) above) for such violations, conflicts, breaches breaches, losses, defaults, terminations, cancellations, accelerations or defaults creations which, either individually or in the aggregate, would not reasonably be expected likely to (1) have a Material Adverse Effect on the Company. Company or (c2) The Board prevent or materially impair the ability of Directors of TBOD has approved the TBOD Bank Company to consummate the Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed transactions contemplated by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions)this Agreement. (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (ai) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the Company’s stockholders for the purpose of the Company approve adopting this Agreement and (the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except “Company Stockholders Meeting”), and, except for the approval adoption of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the outstanding shares of Company Meeting by the holders of shares entitled to vote thereon Common Stock (the “Requisite Company VoteStockholder Approval”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution execution, and delivery by ParentCal Dive and Merger Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to the effects of bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium, reorganization or and other similar laws relating to or affecting the enforcement of creditors’ rights of creditors generally generally, and the availability of general equitable remedies principles (the “Enforceability Exceptions”)whether considered in a proceeding in equity or at law). (bii) Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each any of the terms and or provisions hereof hereof, will (iA) violate any provision of the Company Amended and Restated Certificate of Incorporation or By-Laws of the Company Bylaws or any governing or organizational document of any Company Subsidiary Company, or (iiB) assuming that the consents and approvals referred to in Section 3.4 3.1(d) are duly obtained, (xI) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree, or injunction applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (yII) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions conditions, or provisions of any contract, notearrangement, bondcommitment, mortgage, indenture, deed of trust, license, lease, agreement, arrangement or other instrument or obligation understanding to which the Company or any of its Subsidiaries is a party, party or by to which they or any of their respective properties or assets may be boundis subject, except (in the case of this clause (y)B) above) for such violations, conflicts, breaches breaches, losses, defaults, terminations, cancellations, accelerations or defaults whichLiens that, either would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or the Surviving Company. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders 's shareholders for approval at a duly called and convened meeting of such stockholdersshareholders and, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except except for the approval adoption of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled eligible to be cast at the Company Meeting such meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”)Class A Common Stock and Class B Common Stock voting together as a class, no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting the enforcement of creditors' rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither Except as set forth in Section 3.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, hereby nor compliance by the Company with each any of the terms and or provisions hereof will (i) violate any provision of the Company Restated Certificate or By-laws of the Company Bylaws or any governing or organizational document of any Company Subsidiary Company, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict withcontravene, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (only in the case of this clause (y)) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, have not had and would not be reasonably be expected likely to have a Material Adverse Effect on the Company. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Written Consent, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated herebyTransactions have been duly and validly authorized by the Company Board and, including except for (i) the Integrated Mergers receipt of the Written Consent and (ii) the Bank Mergersfiling of the Certificate of Merger with the Secretary of State of the State of Delaware, have, prior no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. As of the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company Board has (i) determined that this Agreement and the Integrated Mergers, on the terms and conditions set forth in this AgreementTransactions, are advisable, advisable and fair to and in the best interests of the Company and its Company’s stockholders, and (ii) approved this Agreement, (iii) directed resolved to recommend that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon Transactions (the “Requisite Company VoteBoard Recommendation”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (and, assuming due authorization, execution and delivery by Parent) this Agreement constitutes a the valid and binding obligation agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization moratorium or other similar laws Laws affecting the enforcement of or relating (whether now or hereinafter) to creditors’ rights of creditors generally and the availability creditors’ remedies available and (B) is subject to general principles of equitable remedies equity (the “Enforceability Exceptions”)regardless of whether enforceability is considered in a proceeding at Law or in equity). (b) Neither the execution and delivery of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank MergersTransactions, nor compliance by the Company with each any of the terms and or provisions hereof of this Agreement, will (i) violate any provision of the Company Certificate certificate of incorporation or bylaws or other equivalent organizational document, in each case, as amended, of the Company Bylaws or any governing or organizational document of any the Company Subsidiary Subsidiaries or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 are duly obtainedobtained and/or made, (xA) violate any Law order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) or any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, writ, edict, decree, rule, regulation, judgment, ruling, or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (a “Law”) applicable to the Company or Company, any of its the Company Subsidiaries or any of their respective properties or assets or (yB) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) upon any of the respective properties or assets of the Company or any of its the Company Subsidiaries under, any of the terms, conditions or provisions of any contractcredit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement lease or other instrument or obligation to which the Company or any of its Subsidiaries Company Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)) for such violations, conflicts, breaches or defaults whichreferred to in clause (ii) that would not reasonably be expected to have, either individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company FCB has full corporate power and authority to execute and deliver each of this Agreement Agreement, the Plan of Merger and the Option Agreements, subject to shareholder and regulatory approvals, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement Agreement, the Plan of Merger and the Option Agreements and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby and the Bank Mergers, have, prior to the date hereof, thereby have been duly, duly and validly and approved by the Board of Directors of the CompanyFCB. The Board of Directors of the Company FCB has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting Plan of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement Merger and the transactions contemplated hereby and (v) approved thereby be submitted to FCB's shareholders for approval at a resolution to the foregoing effect. Except meeting of such shareholders and, except for the approval adoption of this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the Company Meeting by the holders outstanding shares of shares entitled to vote thereon (the “Requisite Company Vote”)FCB Common Stock, no other corporate proceedings or approvals on the part of the Company FCB are necessary to approve this Agreement or Agreement, the Plan of Merger and the Option Agreements and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the Option Agreements have been duly and validly executed and delivered by the Company FCB and (assuming due authorization, execution and delivery by ParentOSB) constitutes a constitute valid and binding obligation obligations of the CompanyFCB, enforceable against the Company FCB in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company, nor the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each of the terms and provisions hereof will (i) violate any provision of the Company Certificate or the Company Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) terms. Furthermore, the Plan of the Company Disclosure ScheduleMerger, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or when executed and delivered by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD FCB and (assuming due authorization, execution and delivery by Parent Bank) constitutes OSB), shall constitute a valid and binding obligation of TBODFCB, enforceable against TBOD FCB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions)terms. (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate limited liability company power and authority to execute and deliver this Agreement and the Parent Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Parent Agreements and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby and the Bank Mergers, have, prior to the date hereof, thereby have been duly, duly and validly and approved by all requisite limited liability company action on the Board of Directors part of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”), no other corporate limited liability company proceedings or approvals on the part of the Company are necessary to approve this Agreement or the Parent Agreements or to authorize or consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Parent Agreements have been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery of this Agreement and the Parent Agreements by Parentthe other parties hereto and thereto) constitutes a constitute valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its terms (their terms, except in all cases as such the enforceability thereof may be subject to or limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or similar laws relating to or affecting the enforcement of rights of creditors generally and the availability of equitable remedies relief (the “Enforceability Exceptions”)whether in proceedings at law or in equity). (b) Neither the execution and delivery of this Agreement or the Parent Agreements by the Company, Symphony Parties who are parties thereto nor the consummation by the Company or its Subsidiaries of any of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergershereby or thereby to be performed by them, nor compliance by the Company or its Subsidiaries with each any of the terms and or provisions hereof or thereof, will (i) violate any provision of the Company Certificate Operating Agreement or the Company Bylaws articles of incorporation, charter or any governing bylaws or comparable organizational document documents of any Company Subsidiary the Company's Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.4 2.4 are duly obtained, (x) violate violate, conflict with or require any notice, filing, consent, waiver or approval under any Applicable Law applicable to which the Company or any of its the Company's Subsidiaries or any of their respective properties properties, contracts or assets are subject, or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, or result in the creation of any Lien Encumbrance upon the Membership Interests or any of Encumbrance upon the respective properties properties, contracts or assets of the Company or any of its Subsidiaries under, or require any of the termsnotice, conditions approval, waiver or provisions of consent under, any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they the Company or its Subsidiaries or any of their respective properties or assets assets, may be boundbound or affected, except (other than, in the case of this clause clauses (x) and (y)) for and other than with respect to Encumbrances upon Membership Interests, any such violationsitems that would not be reasonably likely, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company Valley has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof, and VNB has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby in accordance with the terms thereof. Valley has a sufficient number of authorized but unissued shares of Valley Common Stock to pay the consideration for the Merger set forth in Article II of this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the CompanyValley. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effectVNB. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon approvals described in paragraph (the “Requisite Company Vote”)b) below, no other corporate proceedings or approvals on the part of the Company Valley or VNB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Valley and (assuming due authorization, execution and delivery by Parent) constitutes a valid and binding obligation of the CompanyValley, enforceable against the Company Valley in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting the enforcement of creditors’ rights of creditors and remedies generally and the availability subject, as to enforceability, to general principles of equitable remedies (the “Enforceability Exceptions”))equity, whether applied in a court of law or a court of equity. (b) Neither the execution and delivery of this Agreement by Valley or the Companyexecution and delivery of the Bank Merger Agreement by VNB, nor the consummation by Valley of the transactions contemplated hereby, including hereby in accordance with the Integrated Mergers and terms hereof or the Bank Mergers, nor compliance consummation by the Company with each VNB of the transactions contemplated thereby in accordance with the terms and provisions hereof thereof, will (i) violate any provision of the Company Certificate Charter Documents of Valley or the Company Bylaws or any governing or organizational document of any Company Subsidiary or VNB, (ii) assuming that the consents and approvals referred to in Section 3.4 set forth below are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Valley or any of its Subsidiaries VNB or any of their respective properties or assets assets, or (yiii) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Valley or any of its Subsidiaries VNB under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company Valley or any of its Subsidiaries VNB is a party, or by which they Valley or VNB or any of their respective properties or assets may be boundbound or affected, except except, with respect to (in the case of this clause ii) and (y)iii) for above, such violations, conflicts, breaches or defaults which, either as individually or in the aggregate, would aggregate will not reasonably be expected to have a Material Adverse Effect on Valley. Except as would not constitute a Material Adverse Effect on Valley and for consents and approvals of or filings or registrations with or notices to the Company. OCC, the FRB, the SEC, Treasury or applicable state securities bureaus or commissions, no consents or approvals of or filings or registrations with or notices to any federal or state governmental authority, instrumentality or administrative agency or, to the knowledge of Valley, any third party are necessary on behalf of Valley or VNB in connection with (ca) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation Valley of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger this Agreement, and (b) the VPB Bank Merger Agreement has been duly executed consummation by VPB Valley of the transactions contemplated hereby and (assuming due authorization, c) the execution and delivery by Parent Bank) constitutes VNB of the Bank Merger Agreement and the consummation by VNB of the transactions contemplated thereby. To the knowledge of Valley, there is no reason why the consents and approvals referenced in the preceding sentence will not be obtained in a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions)timely fashion.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders shareholders for approval at a duly called and convened meeting of such stockholdersshareholders and, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except except for the approval adoption of this Agreement by the affirmative requisite vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”)Company’s shareholders, no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting the enforcement of creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither Except as may be set forth in Section 4.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each any of the terms and or provisions hereof hereof, will (i) violate any provision of the Articles of Incorporation or Bylaws of the Company Certificate or the Company Bylaws articles of incorporation, bylaws or any similar governing or organizational document documents of any Company Subsidiary of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.4 4.4 hereof are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective material properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective material properties or assets may be bound, except (in the case of this clause (y)) for such violations, conflicts, breaches bound or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Companyaffected. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (ai) The Company has full all requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and and, subject, with respect the consummation of the Merger, to the receipt of the Company Required Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, have, prior to the date hereof, hereby have been duly, validly and approved duly authorized by the Board of Directors of the Company (the “Company Board”) and all other necessary corporate action on the part of the Company. The Board , other than, with respect to the consummation of Directors the Merger, the receipt of the Company has (i) determined that Required Vote and the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests filing of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and Certificate of Merger with the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders Office of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval Secretary of this Agreement by the affirmative vote State of the holders State of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”)Delaware, and no other corporate proceedings or approvals on the part of the Company are necessary to approve authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorizationconstitutes, subject to execution by Parent and delivery by Parent) constitutes Merger Sub, a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization or moratorium and similar laws affecting the creditors’ rights and remedies generally, and by general principles of equity, regardless of whether enforcement of rights of creditors generally and the availability of equitable remedies is sought in a proceeding at law or in equity (collectively, the “Enforceability Bankruptcy and Equity Exceptions”)) to the extent applicable thereto). (bii) Neither the The execution and delivery by the Company of this Agreement by the Companydoes not, nor and, except as described in Section 3.1(c)(iii), the consummation of the transactions contemplated hereby, including by this Agreement and compliance with the Integrated Mergers and the Bank Mergers, nor compliance provisions of this Agreement by the Company will not (A) conflict with each of the terms and provisions hereof will (i) violate any provision of the Company Certificate or the Company Bylaws or any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a any violation or breach of any provision of of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of, or result in, termination, modification, cancellation or acceleration of termination any obligation or cancellation underto the loss of a benefit under any Contract, accelerate permit, concession, franchise or right binding upon the performance required by, Company or any Subsidiary of the Company or result in the creation of any Lien upon any of the respective properties or assets of the Company or any Subsidiary of the Company, other than Permitted Liens, (B) conflict with or result in any violation of any provision of the Organizational Documents of the Company or any Subsidiary of the Company or (C) conflict with or result in any violation of any Laws applicable to the Company or any Subsidiary of the Company or any of their respective properties or assets, other than in the case of clauses (A), (B) (with respect to Subsidiaries of the Company) and (C), as has not had and would not reasonably be expected to, individually or in the aggregate, (x) have a Company Material Adverse Effect or (y) prevent, materially delay or materially impair the ability of the Company to perform its Subsidiaries underobligations under this Agreement or to consummate the Merger. (iii) Except for (A) the applicable requirements, if any, of state securities or “blue sky” laws (“Blue Sky Laws”), (B) required filings or approvals under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), (C) any filings or approvals required under the rules and regulations of the NYSE and (D) the filing of the Certificate of Merger with, and the acceptance for record of the Certificate of Merger by, the Office of the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, no consent, approval, order or authorization of, or registration, declaration or filing with, any of the terms, conditions Governmental Entity is required by or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement or other instrument or obligation with respect to which the Company or any of its Subsidiaries is a party, in connection with the execution and delivery of this Agreement by the Company or the consummation by which they or any the Company of their respective properties or assets may be boundthe transactions contemplated hereby, except (in the case of this clause (y)) for such violationsconsents, conflictsapprovals, breaches orders, authorizations, registrations, declarations or defaults whichfilings that, either individually if not obtained or in the aggregatemade, would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (ai) The Company Virata has full corporate power and ----------------------- authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the CompanyVirata. The Board of Directors of the Company Virata has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s Virata stockholders for approval at a duly called and convened meeting of such stockholdersVirata stockholders for the purpose of approving the Merger and this Agreement (the "Virata Stockholders Meeting"), (iv) recommended that and, except for --------------------------------- the stockholders approval of the Company approve this Agreement Merger and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all majority of the votes entitled to be cast at the Company Meeting by the holders outstanding shares of shares entitled to vote thereon Virata Common Stock (the “Requisite Company Vote”"Virata Stockholder Approval"), no other corporate proceedings or approvals on the part of the Company ---------------------------- Virata are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Virata and (assuming due authorization, execution and delivery by ParentGlobespan and Merger Sub) constitutes a valid and binding obligation of the CompanyVirata, enforceable against the Company Virata in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or similar laws affecting the enforcement now or hereafter in effect relating to creditors' rights generally or to general principles of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. (bii) Neither the execution and delivery of this Agreement by the CompanyVirata, nor the consummation by Virata of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company Virata with each any of the terms and or provisions hereof hereof, will (iA) violate any provision of the Company Certificate of Incorporation or the Company Bylaws or any governing or organizational document By-Laws of any Company Subsidiary Virata, or (iiB) assuming that the consents and approvals referred to in Section 3.4 4.1(d) are duly obtained, (xI) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or Virata, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (yII) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or Virata, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or Virata, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)B) above) for such violations, conflicts, breaches or defaults which, that either individually or in the aggregate, would aggregate will not reasonably be expected to have a Material Adverse Effect on Virata or the CompanySurviving Corporation. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company Unizan has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the CompanyUnizan. The Board of Directors of the Company Unizan has (i) determined that this Agreement and the Integrated Mergers, on the terms and conditions set forth in this Agreement, transactions contemplated hereby are advisable, fair to and in the best interests of the Company Unizan and its stockholders, (ii) approved this Agreement, (iii) shareholders and has directed that this Agreement and the transactions contemplated hereby by this Agreement be submitted to the CompanyUnizan’s stockholders shareholders for approval adoption at a duly called and convened held meeting of such stockholdersshareholders and, (iv) recommended that except for the stockholders approval of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of by this Agreement by the affirmative vote of the holders of at least a two-thirds of all the outstanding shares of the votes entitled to be cast at the Company Meeting by the holders of shares Unizan Common Stock entitled to vote thereon (the “Requisite Company Vote”)at such meeting, no other corporate proceedings or approvals on the part of the Company Unizan are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Unizan and (assuming due authorization, execution and delivery by ParentHuntington) constitutes a the valid and binding obligation of the CompanyUnizan, enforceable against the Company Unizan in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)remedies). (b) Neither the execution and delivery of this Agreement by the Company, Unizan nor the consummation by Unizan of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company Unizan with each any of the terms and or provisions hereof of this Agreement, will (i) violate any provision of the Company Certificate Unizan Articles or the Company Bylaws or any governing or organizational document of any Company Subsidiary Unizan Code or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 are duly obtainedobtained and/or made, (xA) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction (as defined in Section 7.1(e)) applicable to the Company or Unizan, any of its Subsidiaries or any of their respective properties or assets or (yB) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Unizan or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company Unizan or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)) for such violations, conflicts, breaches or defaults whichwith respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyUnizan. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate power and corporate authority to execute and deliver this Agreement and and, subject to receipt of the Company Required Vote (as hereinafter defined), to consummate the transactions contemplated hereby. The execution hereby and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Companythereby. The Board of Directors of the Company (the “Company Board”) at a duly held meeting has (i) determined that this Agreement and the Integrated Mergerstransactions contemplated hereby, on including the terms and conditions set forth in this AgreementMerger, are advisable, fair to and in the best interests of the Company and its stockholdersshareholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to hereby, including the Company’s stockholders for approval at a duly called Merger, (iii) approved the execution and convened meeting delivery of such stockholdersthis Agreement, and (iv) subject to Section 7.7, recommended that the stockholders shareholders of the Company approve this Agreement and the transactions contemplated hereby hereby, including the Merger (the “Company Recommendation”), and (v) approved a resolution to directed that such matter be submitted for consideration by the foregoing effectCompany’s shareholders at the Company Shareholder Meeting. None of the aforesaid actions by the Company Board has been amended, rescinded or modified as of the date of this Agreement. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all the outstanding shares of the votes entitled to be cast at the Company Meeting by the holders of shares Common Stock entitled to vote thereon (the “Requisite Company Required Vote”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting the enforcement of creditors’ rights of creditors and remedies generally and the availability of equitable remedies (the “Enforceability Bankruptcy and Equity Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each of the terms and provisions hereof Merger will (i) violate any provision of the Company Certificate Articles of Incorporation or Bylaws of the Company Bylaws or any of the similar governing or organizational document documents of any Company Subsidiary of its Subsidiaries, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 4.4 are duly obtainedobtained or made, and except as set forth in Section 4.3(b) of the Company Disclosure Schedule, (xA) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (yB) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of of, or require redemption or repurchase or otherwise require the loss purchase or sale of any benefit securities under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of this clause (y)ii) above) for such violations, conflicts, breaches breaches, defaults or defaults other events which, either individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect on the CompanyEffect. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (ai) The Company SJNB has full all requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby and the Bank Mergers, have, prior to the date hereof, thereby have been duly, validly and approved duly authorized by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, all necessary corporate action on the terms and conditions set forth in this Agreementpart of SJNB, are advisable, fair to and in other than the best interests approval of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to Agreement of Merger by the Company’s stockholders for approval at holders of a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders majority of the Company outstanding shares of SJNB Common Stock (the "SJNB Shareholder Approval"). The SJNB Shareholder Approval is the only vote of any class or series of SJNB capital stock necessary to approve this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated herebythereby. This Agreement has and the other Transaction Agreements have been duly and validly executed and delivered by the Company SJNB and (assuming due authorization, execution and delivery by ParentSaratoga and SNB) constitutes a constitute the valid and binding obligation of the Company, SJNB enforceable against the Company SJNB in accordance with its terms (except in all cases their terms, subject, as such enforceability may be limited by to enforceability, to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization insolvency and other laws of general applicability relating to or similar laws affecting creditors' rights and to general equity principles. San Xxxx National Bank has full corporate power and authority to consummate the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))Bank Merger. (bii) Neither Except as set forth in Section 3.2(c)(ii) of the SJNB Disclosure Schedule, the execution and delivery by SJNB of this Agreement and the other Transaction Agreements does not or will not when delivered, and the consummation of the transactions contemplated hereby and thereby will not, result in any Violation pursuant to, (x) any provision of the articles of incorporation or association or by-laws or comparable organizational documents of SJNB or any Subsidiary of SJNB, or (y) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, indenture, lease, SJNB Benefit Plan (as defined in Section 3.2(k)) or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to SJNB or any Subsidiary of SJNB or its properties or assets, which Violation, in the case of clause (y), individually or in the aggregate, would have a material adverse effect on SJNB. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to SJNB or any of its Subsidiaries in connection with the execution and delivery of this Agreement by or the Company, nor other Transaction Agreements or the consummation by SJNB of the transactions contemplated hereby or thereby, which, if not made or obtained, would have a material adverse effect on SJNB or on the ability of SJNB to perform its obligations hereunder or thereunder on a timely basis, or on SJNB's ability to own, possess or exercise the rights of an owner with respect to the business and assets of Saratoga and its Subsidiaries, except for (A) the filing of applications and notices with the Federal Reserve under the BHC Act and approval of same, (B) the filing by Saratoga and SJNB with the SEC of the Proxy Statement in definitive form relating to the meetings of the shareholders of Saratoga and SJNB to be held to approve and adopt this Agreement and the transactions contemplated hereby, including (C) the Integrated Mergers and filing by SJNB with the Bank MergersSEC of a registration statement on Form S-4 (the "S-4") with respect to the SJNB Common Stock issuable pursuant hereto, nor compliance by (D) approval for listing upon official notice of issuance on the Company with each NASDAQ National Market of the terms SJNB Common Stock issuable pursuant hereto, (E) compliance with applicable state blue sky laws, and provisions hereof will (iF) violate any provision the filing with the Secretary of State of the Company Certificate or the Company Bylaws or any governing or organizational document State of any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) California of the Company Disclosure Schedule, violate, conflict with, result in a breach Agreement of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyMerger. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has the full corporate power and authority to execute and deliver this Agreement Agreement, the other documents required to be executed and delivered by the Company pursuant to this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of each of this Agreement and the other documents required to be executed and delivered by the Company pursuant to this Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers hereby and the Bank Mergers, have, prior to the date hereof, thereby have been duly, duly and validly and approved by the Board board of Directors directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or any other documents required to consummate the transactions contemplated hereby. This Agreement has been duly and validly be executed and delivered by the Company pursuant to this Agreement or to consummate the transactions contemplated hereby and (assuming due authorization, execution thereby. The Company has duly executed and delivery by Parent) delivered this Agreement and this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization moratorium or similar laws affecting Laws relating to creditors’ rights and general equity principles. At or prior to the enforcement Closing, the Company will duly execute and deliver each other document required to be executed and delivered by it pursuant to this Agreement and such other documents shall constitute binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws relating to creditors’ rights and general equity principles. The Company has legally available funds under Section 160 of creditors generally and the availability of equitable remedies (Delaware General Corporation Law from which to purchase the “Enforceability Exceptions”))Seller Shares. (b) Neither The execution, delivery and performance by the execution and delivery Company of this Agreement and the other documents required to be executed and delivered by the CompanyCompany pursuant to this Agreement, nor and the consummation by the Company of the transactions contemplated herebyhereby and thereby, including the Integrated Mergers do not and the Bank Mergers, nor compliance by the Company with each of the terms and provisions hereof will not (i) violate require any provision authorization, consent, waiver, approval, exemption, permit or order of the Company Certificate or the Company Bylaws other action by, or notice or declaration to, or filing with, any governing or organizational document of any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate Governmental Entity under any Law applicable to the Company or any of its Subsidiaries assets, except for any filings required to be made under the Exchange Act, or any regulations promulgated thereunder, and except for any filings required to be made with, or any authorization, consent, waiver, approval, exemption, permit or order required to be obtained from, the Federal Energy Regulatory Commission in connection with the Financing, (ii) violate any provision of the certificate of incorporation or by-laws of the Company, (iii) violate any Law, Permit or Judgment applicable to the Company, or any of their respective its properties or assets assets, or give any Governmental Entity (other than the Federal Energy Regulatory Commission in connection with the Financing) the right to challenge any of the transactions contemplated by this Agreement or (yiv) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien Encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement (written or oral) or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective its properties or assets may be boundbound or affected, except (in the case under that certain Credit Agreement, dated as of this clause (y)) for such violationsDecember 23, conflicts2003, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on by and among the Company. (c) The Board of Directors of TBOD has approved , NRG Power Marketing, Inc., the TBOD Bank Merger Agreement. The CompanyLenders party thereto, Credit Suisse First Boston, acting through its Cayman Islands Branch, Lxxxxx Brothers Inc., as the sole stockholder of TBODjoint lead book runners and joint lead arrangers, has approved the TBOD Bank Merger AgreementCredit Suisse First Boston, acting though its Cayman Islands Branch, as administrative agent, General Electric Capital Corporation, as revolver agent, and Lxxxxx Commercial Paper Inc., as syndication agent, which consent is a condition to the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms the Company to consummate the transactions contemplated by this Agreement (except in all cases as may be limited by the Enforceability Exceptions“Bank Consent”). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company 5.4.1 BHB has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Regulatory Approvals and the approval of this Agreement by BHB’s shareholders, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by BHB and the consummation completion by BHB of the transactions contemplated hereby, up to and including the Integrated Mergers Merger, have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”), no other corporate proceedings or approvals on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyBHB. This Agreement has been duly and validly executed and delivered by BHB, and subject to the Company receipt of the Regulatory Approvals, approval by the shareholders of Rome and the shareholders of BHB (assuming if required), and due authorization, and valid execution and delivery of this Agreement by Parent) Rome, constitutes a the valid and binding obligation obligations of the CompanyBHB, enforceable against the Company BHB in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting the enforcement creditors’ rights generally, and subject, as to enforceability, to general principles of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. (ba) Neither Subject to compliance of Rome with the terms and conditions of this Agreement, the execution and delivery of this Agreement by BHB, subject to receipt of the CompanyRegulatory Approvals, nor and compliance by Rome and BHB with any conditions contained therein, and subject to the receipt of the approval of the shareholders of Rome and the shareholders of BHB (if required), the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor (b) compliance by the Company BHB with each of the terms and provisions hereof will not (i) violate conflict with or result in a breach of any provision of the Company Certificate certificate of incorporation or the Company Bylaws articles of association, as applicable, and bylaws of BHB or any governing or organizational document of any Company Subsidiary or BHB Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company BHB or any of its Subsidiaries BHB Subsidiary or any of their respective properties or assets assets; or (yiii) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underamendment of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company BHB or any of its Subsidiaries under, BHB Subsidiary under any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument investment or obligation to which the Company BHB or any of its Subsidiaries BHB Subsidiary is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)) for such violations, conflicts, breaches bound or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Companyaffected. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. The Company, as the sole stockholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (ai) The Company has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to the other actions described in this Section 2.1(c) and Section 2.1(d), to consummate the transactions contemplated herebyClosings. The execution and delivery of this Agreement Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby, Closings (including the Integrated Mergers Share Issuances) have been duly and validly approved by the Bank Mergers, have, board of directors of the Company (the “Board of Directors”). As of or prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated MergersShare Issuances, on the terms and subject to the conditions set forth in this Agreementherein, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effectshareholders. Except for the approval of this Agreement by the affirmative vote Board of Directors of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”)Share Issuances, no other corporate proceedings or approvals on the part of the Company or any of its Subsidiaries are necessary to approve or adopt this Agreement or for the Company to perform its obligations hereunder or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentPurchaser) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the enforcement of rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (bii) Neither None of the execution and delivery of this Agreement by the Company, nor the performance by the Company of its obligations hereunder, the consummation by the Company of the transactions contemplated hereby, including hereby or the Integrated Mergers and the Bank Mergers, nor compliance by the Company with each any of the terms and or provisions hereof will (iA) violate any provision of the Third Amended and Restated Articles of Incorporation and the Certificate of Amendment to the Third Amended and Restated Articles of Incorporation (collectively, the “Company Certificate Articles”) or the Fourth Amended and Restated Regulations of the Company Bylaws or any governing or organizational document of any (the “Company Subsidiary Regulations”) or (iiB) assuming that the consents Governmental Approvals (including the HSR Clearance and approvals the Second Closing Approvals) referred to in Section 3.4 2.1(d) are duly obtained, (x) violate any Law applicable to the Company or Company, any of its Subsidiaries or any of their respective properties or assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement agreement or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (y)B) above) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults whichcreations which would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect. (ciii) The Board Shares have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable and free and clear of Directors all Liens (other than transfer restrictions imposed under this Agreement or applicable securities Laws), and no current or past shareholder of TBOD has approved the TBOD Bank Merger AgreementCompany will have any pre-emptive right or similar rights in respect thereof. The CompanyAssuming, as without investigation, the sole stockholder accuracy of TBOD, has approved the TBOD Bank Merger representations and warranties of Purchaser in this Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation Shares will not be issued in violation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions)any applicable Law. (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company has full corporate all requisite power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactions (including the Offer and the Merger), subject only to the requirement, to the extent required by applicable Law, that this Agreement, the Merger and the other transactions contemplated herebyby this Agreement be approved by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Shareholder Approval"). The Company Shareholder Approval, to the extent required by applicable Law, is the only vote of the holders of Company Capital Stock necessary to approve the Transactions. The execution and delivery of this Agreement and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby, including the Integrated Mergers Transactions have been duly and the Bank Mergers, have, prior to the date hereof, been duly, validly and approved by the Board of Directors of the Company. The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval at a duly called and convened meeting of such stockholders, (iv) recommended that the stockholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of at least a two-thirds of all of the votes entitled to be cast at the Company Meeting by the holders of shares entitled to vote thereon (the “Requisite Company Vote”), no other No corporate proceedings or approvals on the part of the Company, other than, to the extent required by applicable Law, the required receipt of the Company Shareholder Approval, are necessary to approve this Agreement or to perform the Company's obligations hereunder and consummate the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws affecting the enforcement of rights of creditors generally and the availability subject to general principles of equitable remedies (the “Enforceability Exceptions”)equity). (b) Neither the execution and delivery of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, including the Integrated Mergers and the Bank Mergers, nor compliance performance by the Company with each of its obligations hereunder or the consummation by the Company of the terms and provisions hereof Transactions will (i) violate any provision of the Company Certificate or Articles, the Company Bylaws or any the comparable organizational documents or governing or organizational document instruments of any Subsidiary of the Company Subsidiary or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 and in Section 3.4 of the Company Disclosure Schedule are duly obtained, obtained and/or made: (xA) violate or conflict with any Law applicable to the Company or any of Company, its Subsidiaries or any of their respective properties properties, businesses or assets or assets, (yB) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, require any consent or approval of any Person under, result in the termination of or a right of termination or cancellation under, accelerate or acceleration of the performance required by, any provision of any Company Material Contract or Lease or result in the creation of any Lien upon Encumbrance, other than Permitted Encumbrances, on any of the respective properties or assets asset of the Company or any of its Subsidiaries underSubsidiaries, any of the termsexcept, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this the foregoing clause (y)ii) for such violationsonly, conflicts, breaches or defaults whichas would not reasonably be expected to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Company's Board of Directors Directors, at a meeting duly called and held, duly and unanimously adopted resolutions: (i) declaring that this Agreement, the Merger, and the other transactions contemplated by this Agreement are in the best interests of TBOD has approved the TBOD Bank Merger Company and its shareholders, (ii) approving and adopting this Agreement and the Merger, and the other transactions contemplated by this Agreement. The , (iii) directing that, to the extent required by applicable Law, the adoption of this Agreement, the Merger, and the other transactions contemplated by this Agreement be submitted to a vote at a meeting of the shareholders of the Company, as if necessary, (iv) recommending that the sole stockholder shareholders of TBODthe Company accept the Offer and tender their shares of Company Common Stock to Merger Sub in the Offer and, has approved to the TBOD Bank extent required by applicable Law, approve the Merger and the other transactions contemplated by this Agreement, and (v) irrevocably resolving, assuming the TBOD Bank representations and warranties set forth in Section 4.9 are true and correct, to elect that no state "fair price," "control share acquisition," "business combination," "interested stockholder," or similar anti-takeover statute or regulation (including the provisions of Section 60.801 et seq of the OBCA) (collectively, "Takeover Laws") be applicable to the Merger Agreement has been duly executed or any of the other transactions contemplated by TBOD and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions)this Agreement. (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. The Company, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).