Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) Acquiror and Acquiror Sub have full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Sub, as applicable. No other corporate proceedings on the part of Acquiror or Acquiror Sub are necessary to consummate the transactions so contemplated. Subject to receipt of the regulatory and other approvals described in this Agreement, this Agreement and the Merger Documents have been, or will be, duly and validly executed and delivered by Acquiror and Acquiror Sub, as applicable, and constitute, or will constitute upon execution and delivery thereof, valid and binding obligations of Acquiror and Acquiror Sub, as applicable, enforceable against Acquiror and Acquiror Sub, as applicable, in accordance with and subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court.

Authority; No Violation. (a) Acquiror Subject to the approval of this Agreement and Acquiror Sub the Merger Documents, as applicable, and the transactions contemplated hereby and thereby by the stockholders of Seller and Seller Subsidiary, Seller and Seller Subsidiary have full all requisite corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board Boards of Directors of Acquiror Seller and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror SubSeller Subsidiary, as applicable. No Except for the approval of Seller’s stockholders of this Agreement, the Parent Merger Documents and the transactions contemplated hereby and thereby, no other corporate proceedings on the part of Acquiror or Acquiror Sub Seller are necessary to consummate the transactions so contemplated. Subject to receipt Except for the approval of the regulatory and other approvals described in Seller Subsidiary’s stockholders of this Agreement, this the Subsidiary Merger Documents and the transactions contemplated hereby and thereby, no other corporate proceedings on the part of Seller Subsidiary are necessary to consummate the transactions so contemplated. This Agreement and the Merger Documents have been, or will be, duly and validly executed and delivered by Acquiror Seller and Acquiror SubSeller Subsidiary, as applicable, and constitute, or will constitute upon execution and delivery thereof, valid and binding obligations of Acquiror Seller and Acquiror SubSeller Subsidiary, as applicable, enforceable against Acquiror Seller and Acquiror SubSeller Subsidiary, as applicable, in accordance with and subject to their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including including, without limitation, specific performanceperformance and injunctive relief) is within the discretion of the appropriate courtcourt before which any proceeding may be brought.

Authority; No Violation. (a) Acquiror and Acquiror Sub have full ACE*COMM has all requisite corporate power and authority to execute and deliver this Agreement and and, subject to approval of a majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy at which the issuance of the shares of ACE*COMM Common Stock in the Merger Documentscontemplated hereby (the “ACE*COMM Issuance”) is considered, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the ACE*COMM. The Board of Directors of Acquiror Sub ACE*COMM has declared the ACE*COMM Issuance and this Agreement advisable and directed that the ACE*COMM Issuance and this Agreement be submitted to ACE*COMM’s stockholders for approval at a special meeting of such stockholders and, except for the approval of such matters by Acquiror as the sole stockholder holders of Acquiror Suba majority of the outstanding shares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror ACE*COMM and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by i3) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableACE*COMM, enforceable against Acquiror and Acquiror Sub, as applicable, ACE*COMM in accordance with and subject to their its terms, except as enforcement may be limited by applicable general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ rights and remedies generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court.

Authority; No Violation. (a) Acquiror and Acquiror Sub have GETCO has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Merger DocumentsMergers by the Holders of GETCO, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously approved by the unanimous vote of the Board of Directors of Acquiror GETCO and by the written consent managers of the GETCO. The Board of Directors of Acquiror Sub GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by Acquiror as the sole stockholder affirmative vote of Acquiror Subthe Holders of 70% of the outstanding GETCO Units entitled to vote thereon, as applicable. No including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of Acquiror or Acquiror Sub GETCO are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror GETCO and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereofby the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableGETCO, enforceable against Acquiror and Acquiror Sub, as applicable, GETCO in accordance with and subject to their terms, its terms (except as may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or other similar laws of general applicability relating to or affecting creditors’ the rights generally, of creditors generally and except that subject to general principles of equity (the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) Acquiror TMM, TMMH and Acquiror Sub have MM each has full corporate power and authority to execute and deliver this Agreement and the Merger DocumentsAncillary Agreements to which it is a party, as applicable, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofthereby. The execution and delivery of this Agreement and the Merger Documents Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved authorized by the unanimous vote of the Board of Directors of Acquiror all requisite action on their respective parts, and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Sub, as applicable. No no other corporate proceedings action on the part of Acquiror TMM, TMMH or Acquiror Sub are MM is necessary to approve this Agreement or the Ancillary Agreements to which it is a party or to authorize or consummate the transactions so contemplatedcontemplated hereby or thereby, other than approvals from the shareholders of TMM and MM. Subject TMM has received the opinion of XX Xxxxxx Securities, Inc. that the consideration to receipt be received in the Acquisition is fair from a financial point of the regulatory and other approvals described in this Agreement, this view to TMM. This Agreement and the Merger Documents Ancillary Agreements to which it is a party have been, or will be, been duly and validly executed and delivered by Acquiror TMM, TMMH and Acquiror SubMM (except for those Ancillary Agreements that are not dated the date hereof, as applicablewhich Ancillary Agreements shall be duly and validly executed and delivered prior to the Closing) and (assuming the due authorization, and constitute, or will constitute upon execution and delivery thereof, of this Agreement and the Ancillary Agreements by the other Parties hereto and thereto) constitute valid and binding obligations of Acquiror TMM, TMMH and Acquiror SubMM (except for those Ancillary Agreements that are not dated the date hereof, as applicablewhich Ancillary Agreements shall constitute valid and binding obligations of TMM, TMMH and MM at the Closing), enforceable against Acquiror TMM, TMMH and Acquiror Sub, as applicable, MM in accordance with and subject to their terms, except as (i) the enforceability thereof may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies relief (including specific performancewhether in proceedings at law or in equity) is within and (ii) rights to indemnification may be limited by the discretion of Securities Laws and the appropriate courtpolicies underlying such laws.

Authority; No Violation. (a) Acquiror and Acquiror Sub have Parent has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the Transaction and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the Transaction and the other transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously approved by the unanimous Parent Board. The Parent Board will, following receipt of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of the Board holders of Directors of Acquiror and by the written consent a majority of the Board Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of Directors holders of Acquiror Sub and Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by Acquiror as proxy or, if on second call, a quorum of at least one-quarter of the sole stockholder issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of Acquiror Subthe issued share capital is present or represented by proxy, as applicablethe matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No other corporate proceedings on the part of Acquiror or Acquiror Sub Parent are necessary to approve this Agreement and to consummate the transactions so contemplated. Subject to contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the regulatory and other approvals described Parent Shareholder Approval in this Agreement, this accordance with Section 2.3 hereof. This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Parent and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by the Company and Company Virginia Sub) constitutes the valid and binding obligations of Acquiror and Acquiror Sub, as applicableParent, enforceable against Acquiror and Acquiror Sub, as applicable, Parent in accordance with and subject to their terms, its terms (except as may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws affecting creditors’ the rights generally, of creditors generally and except that the availability subject to general principles of equitable remedies (including specific performance) is within the discretion of the appropriate courtequity).

Authority; No Violation. (a) Acquiror Each of KCS and Acquiror KARA Sub have has full corporate power and authority to execute and deliver this Agreement and the Merger DocumentsAncillary Agreements to which it is a party, as applicable, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofthereby. The execution and delivery of this Agreement and the Merger Documents Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved authorized by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Sub, as applicable. No other all requisite corporate proceedings action on the part of Acquiror or Acquiror KCS and KARA Sub are and no other corporate action on the part of KCS and KARA Sub is necessary to approve this Agreement or the Ancillary Agreements to which it is a party or authorize or consummate the transactions so contemplated. Subject to receipt contemplated hereby and thereby, except for obtaining the approval of the regulatory and other approvals its stockholders as described in this Agreement, this Section 6.3. KCS has received the opinion of Deutsche Bank that the Acquisition is fair from a financial point of view to KCS. This Agreement and the Merger Documents Ancillary Agreements to which it is a party have been, or will be, been duly and validly executed and delivered by Acquiror KCS and Acquiror SubKARA Sub (except for those Ancillary Agreements that are not dated the date hereof, as applicablewhich Ancillary Agreements shall be duly and validly executed and delivered prior to the Closing) and (assuming the due authorization, and constitute, or will constitute upon execution and delivery thereof, of this Agreement and the Ancillary Agreements by the other Parties hereto and thereto) constitute valid and binding obligations of Acquiror KCS and Acquiror SubKARA Sub (except for those Ancillary Agreements that are not dated the date hereof, as applicablewhich Ancillary Agreements shall constitute valid and binding obligations of KCS and KARA Sub at the Closing), enforceable against Acquiror KCS and Acquiror Sub, as applicable, KARA Sub in accordance with and subject to their terms, except as (i) the enforceability thereof may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies relief (including specific performancewhether in proceedings at law or in equity) is within and (ii) rights to indemnification may be limited by the discretion of Securities Laws and the appropriate courtpolicies underlying such laws.

Authority; No Violation. (a) Acquiror and Acquiror Sub have IBTX has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Merger have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the IBTX. The Board of Directors of Acquiror Sub IBTX has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of IBTX and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to IBTX’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval of this Agreement by Acquiror the affirmative vote of two-thirds of the outstanding shares of IBTX Common Stock entitled to vote on this Agreement and (ii) the approval of the IBTX Certificate Amendment by the affirmative vote of two-thirds of the outstanding shares of IBTX Common Stock entitled to vote thereon (collectively, the “Requisite IBTX Vote”), and subject to the adoption and approval of the Bank Merger Agreement by IBTX as the IBTX Subsidiary Bank’s sole stockholder of Acquiror Subshareholder, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub IBTX are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror IBTX and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by TCBI) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableIBTX, enforceable against Acquiror and Acquiror Sub, as applicable, IBTX in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of IBTX Common Stock and New IBTX Preferred Stock to be issued in the Merger have been validly authorized (subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generallythe receipt of the Requisite IBTX Vote), and except that the availability when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of equitable remedies (including specific performance) is within the discretion of the appropriate courtIBTX will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Acquiror and Acquiror Sub have full BCIC has all requisite corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofTransactions. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly approved authorized by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Sub, as applicable. No other corporate proceedings all necessary action on the part of Acquiror or Acquiror Sub are necessary to consummate the transactions so contemplatedBCIC Board. Subject to receipt The BCIC Board (on the recommendation of the regulatory and other approvals described in this Agreement, BCIC Special Committee) has unanimously (i) determined that (A) this Agreement and the terms of the Merger Documents and the related Transactions are advisable and in the best interests of BCIC and (B) the interests of BCIC’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved this Agreement and the Transactions, (iii) directed that the adoption of this Agreement and approval of the Transactions be submitted to BCIC’s stockholders for approval at a duly held meeting of such stockholders (the “BCIC Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of BCIC adopt this Agreement and approve the Transactions. Except for receipt of the approval of at least a majority of the outstanding shares of BCIC Common Stock entitled to vote thereon to approve the BCIC Matters at a duly held meeting of BCIC stockholders (the “BCIC Requisite Vote”), the Merger and the other Transactions have been, or will be, been authorized by all necessary corporate action on the part of BCIC. This Agreement has been duly and validly executed and delivered by Acquiror BCIC and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereofby TCPC, Merger Sub and the Advisors) constitutes the valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableBCIC, enforceable against Acquiror and Acquiror Sub, as applicable, BCIC in accordance with and subject to their terms, its terms (except as may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or other similar laws Laws of general applicability relating to or affecting creditors’ the rights generally, of creditors generally and except that subject to general principles of equity (the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Enforceability Exception”)).

Authority; No Violation. (a) Acquiror Each of BANC ONE and Acquiror Sub have Newco has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror each of BANC ONE and by the written consent Newco. As of the First Effective Time, BANC ONE, as sole stockholder of Newco, will have duly approved this Agreement and the transactions contemplated hereby. The Board of Directors of Acquiror Sub BANC ONE has directed that this Agreement and the transactions contemplated hereby be submitted to BANC ONE's shareholders for approval at a meeting of such shareholders and, except for (i) the adoption of this Agreement by Acquiror as the sole stockholder affirmative vote of Acquiror Subthe holders of a majority of the outstanding shares of BANC ONE Common Stock, as applicable. No (ii) the issuance to BANC ONE of shares of Newco Common Stock, (iii) the increase in the number of shares of authorized capital stock of Newco contemplated by Section 7.12, (iv) the filing by Newco with the Delaware Secretary of certificates of designations with respect to the Newco New Preferred Stock and (v) the approval by BANC ONE contemplated by the prior sentence, no other corporate proceedings on the part of Acquiror BANC ONE or Acquiror Sub Newco are necessary to approve this Agreement and to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror each of BANC ONE and Acquiror SubNewco and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by FCN) constitutes a valid and binding obligations obligation of Acquiror each of BANC ONE and Acquiror Sub, as applicableNewco, enforceable against Acquiror each of BANC ONE and Acquiror Sub, as applicable, Newco in accordance with and subject to their its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court.

Authority; No Violation. (a) Acquiror and Acquiror Sub have NeoPharm has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofto perform its obligations hereunder. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror NeoPharm (the “NeoPharm Board”) and by the written consent Special Committee. The Special Committee and the NeoPharm Board have determined that this Agreement and the transactions contemplated hereby are in the best interests of the Board of Directors of Acquiror Sub NeoPharm and by Acquiror as the sole stockholder of Acquiror Sub, as applicableits stockholders and have approved and declared advisable this Agreement. No other corporate proceedings on the part of Acquiror NeoPharm or Acquiror Sub any vote by the holders of any class or series of NeoPharm capital stock are necessary to approve or adopt this Agreement or to consummate the transactions so contemplated. Subject to receipt contemplated hereby (except for the filing of the regulatory and other approvals described in this Agreementappropriate merger documents as required by the Delaware Law), this provided that adoption of an amendment to the NeoPharm Charter (the “Charter Amendment”) increasing the number of authorized shares of NeoPharm Common Stock, which is necessary to allow the Convertible Preferred Stock to be converted into NeoPharm Common Stock, is subject to the approval of the holders of a majority of the outstanding shares of NeoPharm Common Stock. This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror NeoPharm and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by the other parties hereto) constitutes the valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableNeoPharm, enforceable against Acquiror and Acquiror Sub, as applicable, NeoPharm in accordance with and subject to their terms, its terms (except as may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate courtremedies).

Authority; No Violation. (a) Acquiror Each of Montage, New Holdco, Merger Sub 1 and Acquiror Merger Sub have full 2 has the requisite corporate power and authority to execute and deliver this Agreement Agreement, to approve and adopt the Plans of Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofthereby. The execution and delivery of this Agreement and the Plans of Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved authorized by the unanimous vote of Montage Board and the Board of Directors of Acquiror and by Merger Sub 1. Except for the written consent Required Montage Vote, the calling of the Board Montage Shareholder Meeting, the Merger Sub 2 Shareholder Approval, the filing of Directors the Montage Charter Amendment with the VSCC and the filing of Acquiror Sub the Virginia Plan of Merger and by Acquiror as the sole stockholder Articles of Acquiror SubFirst Merger with the VSCC and the filing of the Iowa Plan of Merger and Articles of Second Merger with the ISS, as applicable. No other no corporate proceedings on the part of Acquiror Montage, New Holdco, Merger Sub 1 or Acquiror Merger Sub 2 or vote, consent or approval of the shareholders of Montage, New Holdco, Merger Sub 1 or Merger Sub 2 are necessary to approve this Agreement or the Plans of Merger or to consummate the transactions so contemplatedcontemplated hereby or thereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror each of Montage, New Holdco, Merger Sub 1 and Acquiror SubMerger Sub 2 and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Marigold) constitutes the valid and binding obligations obligation of Acquiror each of Montage, New Holdco, Merger Sub 1 and Acquiror Sub, as applicableMerger Sub 2, enforceable against Acquiror each of Montage, New Holdco, Merger Sub 1 and Acquiror Sub, as applicable, Merger Sub 2 in accordance with and subject to their terms, its terms (except as may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws Laws affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies remedies). On or prior to the date hereof, the Montage Board adopted resolutions (a) determining that this Agreement, the Montage Charter Amendment, the Plans of Merger and the transactions contemplated hereby and thereby, including specific performancethe Mergers and the New Holdco Share Issuance are advisable, fair to, and in the best interests of, Montage and the Montage Shareholders, (b) is within adopting the discretion Plans of Merger and the appropriate courtMontage Charter Amendment, (c) approving the New Holdco Share Issuance, and (d) subject to the terms and conditions of Section 6.11 of this Agreement, recommending that the holders of shares of Montage Voting Common Stock vote to approve the Montage Charter Amendment and the New Holdco Share Issuance.

Authority; No Violation. (a) Acquiror and Acquiror Sub have CBC has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and the Merger Documentsother actions described below, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby (including the Merger and thereby the Bank Merger) have been duly and validly approved by the unanimous vote CBC Board. The CBC Board has (i) determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of CBC and its shareholders, (ii) resolved to recommend that CBC’s shareholders approve the principal terms of this Agreement, (iii) has directed that this Agreement and the transactions contemplated hereby be submitted to CBC’s shareholders for approval at a meeting of such shareholders, and (iv) has adopted resolutions to the foregoing effect. Except for (x) the CBC Shareholder Approval and (y) the adoption and approval of the Board of Directors of Acquiror and Bank Merger Agreement by the written consent of the CBC Bank Board of Directors of Acquiror Sub and by Acquiror CBC as the CBC Bank’s sole stockholder of Acquiror Subshareholder, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub CBC are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror CBC and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by SCB) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableCBC, enforceable against Acquiror and Acquiror Sub, as applicable, CBC in accordance with and its terms, subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar Laws of general applicability relating to or other similar laws affecting creditors’ rights generally, or to general equity principles (the “Bankruptcy and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate courtEquity Exception”).

Authority; No Violation. (a) Acquiror and Acquiror Sub have South State has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Merger have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the South State. The Board of Directors of Acquiror Sub South State has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of South State and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to South State’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval of this Agreement by Acquiror the affirmative vote of two-thirds of the votes entitled to be cast on this Agreement by the holders of South State Common Stock (the “South State Merger Vote”) and (ii) the approval of the South State Articles Amendment by the affirmative vote of two-thirds of the votes entitled to be cast on the South State Articles Amendment by the holders of South State Common Stock (the “South State Authorized Share Capital Vote” and, together with the South State Merger Vote, the “Requisite South State Vote”), and subject to the approval of the Bank Merger Agreement by South State as the South State Subsidiary Bank’s sole stockholder of Acquiror Subshareholder, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub South State are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror South State and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by CenterState) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableSouth State, enforceable against Acquiror and Acquiror Sub, as applicable, South State in accordance with and its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of South State Common Stock to be issued in the Merger have been validly authorized (subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generallythe receipt of the Requisite South State Vote), and except that the availability when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of equitable remedies (including specific performance) is within the discretion of the appropriate courtSouth State will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Acquiror and Acquiror Sub have full TCPC has all requisite corporate power and Merger Sub has all limited liability company power and each of TCPC and Merger Sub has the authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofTransactions. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly approved authorized by the unanimous vote all necessary action of the TCPC Board and the board of Directors managers of Acquiror and by Merger Sub. The TCPC Board (on the written consent recommendation of the Board TCPC Special Committee) has unanimously (i) determined that (A) this Agreement and the terms of Directors the Merger and the related Transactions are advisable and in the best interests of Acquiror Sub TCPC and (B) the interests of TCPC’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved this Agreement and the Transactions, (iii) approved the TCPC Matters, (iv) directed that the approval of the TCPC Matters be submitted to TCPC’s stockholders for approval at a duly held meeting of such stockholders (the “TCPC Stockholders Meeting”) and (v) resolved to recommend that the stockholders of TCPC approve the TCPC Matters. Except for receipt of the approval of at least a majority of the shares of TCPC Common Stock represented and voting to approve the TCPC Matters at the TCPC Stockholders Meeting (the “TCPC Requisite Vote”), the Merger and the other Transactions have been authorized by Acquiror as the sole stockholder of Acquiror Sub, as applicable. No other all necessary corporate proceedings or limited liability company action on the part of Acquiror or Acquiror Sub are necessary to consummate the transactions so contemplatedTCPC and Merger Sub. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror TCPC and Acquiror SubMerger Sub and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by BCIC and the Advisors) constitutes the valid and binding obligations obligation of Acquiror each of TCPC and Acquiror Merger Sub, as applicable, enforceable against Acquiror each of TCPC and Acquiror Sub, as applicable, Merger Sub in accordance with and subject to their terms, its terms (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate courtEnforceability Exception).

Authority; No Violation. (a) Acquiror Except as disclosed on Company Disclosure Schedule 5.3(a) ---------------------------------- (collectively, the "Company Approvals"), no consents, approvals, authorizations, clearances or orders of, filings or registrations with or notices to (collectively "Authorizations") any third party or any Governmental Authority are necessary on behalf of the Company or any of the Shareholders in connection with (i) the execution and Acquiror Sub have delivery by the Company and the Shareholders of this Agreement and the other Purchase Agreements, (ii) the consummation by the Company and the Shareholders of the transactions contemplated hereby and thereby and (iii) the performance of the Company's and the Shareholder's obligations under this Agreement and the Purchase Agreements. The Company has the full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, other Purchase Agreements and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Merger Documents other Purchase Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent Shareholders of the Board Company in accordance with the Articles of Directors Incorporation and Bylaws of Acquiror Sub the Company and by Acquiror with applicable Laws (as defined below). Except for the sole stockholder of Acquiror SubCompany Approvals, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub the Company are necessary for the Company and the Shareholders to consummate the transactions so contemplated. Subject to receipt of the regulatory execute and other approvals described in this Agreement, deliver this Agreement and the Merger Documents other Purchase Agreements to which they are a party and for the Company and the Shareholders to be bound by the terms hereof and thereof. This Agreement and the other Purchase Agreements to which they are a party have been, or will be, been duly and validly executed and delivered by Acquiror the Company and Acquiror Sub, as applicable, the Shareholders and constitute, or will constitute upon execution and delivery thereof, the valid and binding obligations obligation of Acquiror the Company and Acquiror Sub, as applicable, the Shareholders enforceable against Acquiror the Company and Acquiror Sub, as applicable, the Shareholders in accordance with its and subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except to the extent that the availability of the remedy of specific performance may be limited by equitable remedies (including specific performance) is within the discretion of the appropriate courtprinciples.

Authority; No Violation. (ai) Acquiror and Acquiror Sub have Limestone has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and the Merger Documentsother actions described below, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby Parent Merger and thereby the Subsidiary Bank Merger have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Limestone. The Board of Directors of Acquiror Sub Limestone has determined, subject to Section 6.06 of this Agreement, that the Parent Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Limestone and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Limestone’s shareholders for approval (with the Limestone Board of Directors’ recommendation in favor of approval) at a meeting of the shareholders, and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by Acquiror the affirmative vote of the holders of a majority of the outstanding shares of each class of Limestone Common Stock (the “Requisite Limestone Vote”), and the adoption and approval of the Subsidiary Bank Merger Agreements by Limestone as the sole stockholder shareholder of Acquiror SubLimestone Bank, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub Limestone are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Limestone and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Peoples) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableLimestone, enforceable against Acquiror and Acquiror Sub, as applicable, Limestone in accordance with and subject to their terms, its terms (except in all cases as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate courtremedies).

Authority; No Violation. (a) Acquiror Each of Golden State and Acquiror Merger Sub have has full corporate power and authority to execute and deliver this Agreement (and, in the case of Golden State, the Management Agreement and the Merger Option Agreement (this Agreement, the Management Agreement and the Option Agreement, collectively, the "Golden State Documents, as applicable, ")) and to consummate the transactions contemplated hereby and thereby (and, in accordance with the terms hereof and thereofcase of Golden State, thereby). The execution and delivery by Merger Sub of this Agreement and by Golden State of each of the Merger Documents Golden State Documents, and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote respective Boards of the Directors of Merger Sub and Golden State. The Board of Directors of Acquiror Golden State has directed that this Agreement and the Parent Plan of Merger be submitted to Golden State's stockholders for approval at a meeting of such stockholders and, except for the approval and adoption of this Agreement and the Parent Plan of Merger by the written consent requisite vote of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror SubGolden State's stockholders, as applicable. No no other corporate proceedings on the part of Acquiror either Golden State or Acquiror Merger Sub are necessary to approve the Golden State Documents and to consummate the transactions so contemplatedcontemplated thereby. Subject to receipt Each of the regulatory and other approvals described in this Agreement, this Agreement and the Merger Golden State Documents have been, or will be, has been duly and validly executed and delivered by Acquiror and Acquiror SubGolden State and, as applicablein the case of this Agreement, will be by Merger Sub prior to the Effective Time, and constitute(assuming due authorization, or will constitute upon execution and delivery thereofby each of Parent Holdings and FNH) this Agreement constitutes or, in the case of Merger Sub, will at the Effective Time constitute a valid and binding obligations obligation of Acquiror each of Golden State and Acquiror Merger Sub, as applicable, enforceable against Acquiror Golden State and Acquiror Sub, as applicable, Merger Sub in accordance with and subject to their its terms, except as enforcement may be limited by applicable general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ ' rights and remedies generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court.

Authority; No Violation. (a) Acquiror and Acquiror Sub have Parent has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror Parent (the "Parent Board"). The Parent Board has determined that this Agreement and the transactions contemplated hereby are in the best interests of Parent and its stockholders, has resolved to recommend that holders of Parent Common Stock vote in favor of the approval of this Agreement, the Sponsor Stockholders Agreements and the transactions contemplated hereby and thereby and has directed that this Agreement and the Sponsor Stockholders Agreements be submitted to Parent's stockholders for approval at a duly held meeting of such stockholders (the "Parent Stockholders Meeting"), and, except for (i) the approval of this Agreement, the Sponsor Stockholders Agreements and the transactions contemplated hereby and thereby by the written consent affirmative vote of stockholders of Parent having the majority of the Board voting power present in person or represented by proxy at the Parent Stockholders Meeting or any adjournment or postponement thereof (assuming that the total vote cast on the proposal represents a majority in interest of Directors all outstanding shares of Acquiror Sub Parent Common Stock entitled to vote) (the "Parent Stockholder Approval"), and (ii) the adoption of this Agreement and the approval of the Merger by Acquiror Parent as the sole stockholder of Acquiror Merger Sub, as applicable. No no other corporate proceedings on the part of Acquiror Parent or Acquiror Sub vote by the holders of any class or series of Parent Capital Stock are necessary to approve or adopt this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Parent and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by the other parties hereto) constitutes the valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableParent, enforceable against Acquiror and Acquiror Sub, as applicable, Parent in accordance with and subject to their terms, its terms (except as may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws Laws affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate courtremedies).

Authority; No Violation. (a) Acquiror Each of Montage and Acquiror Merger Sub have full has the requisite corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved authorized by the unanimous vote of Montage Board and the Board of Directors of Acquiror Merger Sub. Except for the Required Montage Vote, the calling of the Montage Shareholder Meeting, the Merger Sub Shareholder Approval, and the filing of the Virginia Plan of Merger and the Articles of Merger and other appropriate merger documents required by the written consent of VSCA with the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror SubVSCC, as applicable. No other no corporate proceedings on the part of Acquiror Montage or Acquiror Merger Sub or vote, consent or approval of the shareholders of Montage or Merger Sub are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror and Acquiror Sub, as applicableeach of Montage, and constituteMerger Sub and (assuming due authorization, or will constitute upon execution and delivery thereof, by Marigold) constitutes the valid and binding obligations obligation of Acquiror each of Montage and Acquiror Merger Sub, as applicable, enforceable against Acquiror each of Montage and Acquiror Sub, as applicable, Merger Sub in accordance with and subject to their terms, its terms (except as may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws Laws affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies remedies). On or prior to the date hereof, the Montage Board adopted resolutions (a) determining that this Agreement and the transactions contemplated hereby, including specific performancethe Merger and the Montage Share Issuance are advisable, fair to, and in the best interests of, Montage and the Montage Shareholders, (b) is within approving the discretion Montage Share Issuance, and (c) subject to the terms and conditions of Section 6.11 of this Agreement, recommending that the appropriate courtholders of shares of Montage Class A Common Stock vote to approve the Montage Share Issuance.

Authority; No Violation. (ai) Acquiror and Acquiror Sub have The Company has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to receiving the Requisite Stockholder Vote and the Merger Documentsother actions described in this Section 2.2(c) and Section 2.2(d), as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofClosing. The execution and delivery of this Agreement and Agreement, the Merger Documents performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby and thereby Closing (including the Company Share Issuance) have been duly and validly approved by the unanimous vote board of directors of the Company (the “Board of Directors”), and the Board of Directors has adopted this Agreement and declared its advisability. As of Acquiror and by or prior to the written consent of date hereof, the Board of Directors has determined that (A) the Company Share Issuance, on the terms and subject to the conditions set forth herein, (B) the issuance of Acquiror Sub shares of Voting Common Stock pursuant to the Merger Agreement and the other transactions contemplated thereby, on the terms and subject to the conditions set forth therein, and (C) the issuance of the shares of Voting Common Stock and Non-Voting Common Equivalent Stock and the Warrant(s) (as defined in each Other Investment Agreement, the “Other Warrants”), in each case, pursuant to the Other Investment Agreements and the other transactions contemplated thereby, on the terms and subject to the conditions set forth therein, in each case, are in the best interests of the Company and its stockholders and has directed that such issuances of shares of Voting Common Stock and Non-Voting Common Equivalent Stock pursuant to this Agreement, the Merger Agreement and each Other Investment Agreement be submitted to the holders of Voting Common Stock for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (x) the approval of the Company Share Issuance, the issuance of Voting Common Stock pursuant to the Merger Agreement and the issuance of Voting Common Stock and Non-Voting Common Equivalent Stock, including shares of Voting Common Stock or Non-Voting Common Equivalent Stock for which the Other Warrants may be exercised, pursuant to each Other Investment Agreement by Acquiror as the sole stockholder affirmative vote of Acquiror Suba majority of votes cast by holders of shares of Voting Common Stock at the meeting of the Company’s stockholders at which a vote is taken with respect to such issuances (the “Requisite Stockholder Vote” and such meeting, as applicable. No the “Company Stockholders Meeting”) and (y) any other approvals, adoptions, authorizations and consents of the Company and its Subsidiaries necessary to consummate the Mergers set forth in Section 4.3(a) of the Merger Agreement, no other corporate proceedings on the part of Acquiror the Company or Acquiror Sub any of its Subsidiaries are necessary to approve or adopt this Agreement or for the Company to perform its obligations hereunder or consummate the transactions so contemplatedClosing. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror the Company and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Purchaser) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicablethe Company, enforceable against Acquiror and Acquiror Sub, as applicable, the Company in accordance with and subject to their terms, its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or other similar laws Laws of general applicability relating to or affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Enforceability Exceptions”)).

Authority; No Violation. (a) Acquiror and Acquiror Sub have First Financial has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and the Merger Documentsother actions described below, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Merger have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the First Financial. The Board of Directors of Acquiror Sub First Financial has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of First Financial and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First Financial’s shareholders for adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by Acquiror the affirmative vote of the holders of two-thirds of the outstanding shares of First Financial Common Stock (the “Requisite First Financial Vote”) and the adoption and approval of the Bank Merger Agreement by First Financial Bank and First Financial as its sole shareholder, and the sole stockholder adoption of Acquiror Subresolutions to give effect to the provisions of Section 6.11 in connection with the Closing, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub First Financial are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror First Financial and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by MainSource) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableFirst Financial, enforceable against Acquiror and Acquiror Sub, as applicable, First Financial in accordance with and its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of First Financial Common Stock to be issued in the Merger have been validly authorized (subject to their termsthe adoption of the Merger Agreement by the holders of First Financial Common Stock), except as limited by applicable bankruptcywhen issued, insolvencywill be validly issued, reorganization, moratorium or other similar laws affecting creditors’ rights generallyfully paid and nonassessable, and except that the availability no current or past shareholder of equitable remedies (including specific performance) is within the discretion of the appropriate courtFirst Financial will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Acquiror and Acquiror Sub have SCB has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and the Merger Documentsother actions described below, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby (including the Merger, the Bank Merger, and thereby the SCB Bylaw Amendment) have been duly and validly approved by the unanimous vote SCB Board. The SCB Board has (i) determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of SCB and its shareholders, (ii) resolved to recommend that SBC’s shareholders approve the principal terms of this Agreement and the SCB Bylaw Amendment, (iii) has directed that this Agreement and the transactions contemplated hereby be submitted to SCB’s shareholders for approval at a meeting of such shareholders, and (iv) has adopted resolutions to the foregoing effect. Except for (x) the SCB Shareholder Approval, (y) the adoption and approval of the Board of Directors of Acquiror and Bank Merger Agreement by the written consent BSC Bank Board and SCB as BSC Bank’s sole shareholder and (z) the adoption of resolutions to give effect to the Board provisions of Directors of Acquiror Sub and by Acquiror as Section 7.11 in connection with the sole stockholder of Acquiror SubClosing, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub SCB are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror SCB and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by CBC) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableSCB, enforceable against Acquiror and Acquiror Sub, as applicable, SCB in accordance with and its terms, subject to their termsthe Bankruptcy and Equity Exception. The shares of SCB Common Stock to be issued in the Merger have been validly authorized (subject to receipt of the SCB Shareholder Approval), except as limited by applicable bankruptcywhen issued, insolvencywill be validly issued, reorganization, moratorium or other similar laws affecting creditors’ rights generallyfully paid and nonassessable, and except that the availability no current or past shareholder of equitable remedies (including specific performance) is within the discretion of the appropriate courtSCB or any other Person will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Acquiror Subject to the approval of this Agreement and Acquiror Sub have the transactions contemplated hereby by the shareholders of 1st United, and subject to the parties obtaining all necessary regulatory approvals, 1st United has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and FUB 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. On or prior to the date of this Agreement, 1st United’s Board of Directors, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, (i) determined that this Agreement and the Merger are fair to and in the best interests of 1st United and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby and (iii) resolved to recommend that the shareholders of 1st United approve this Agreement at the 1st United Shareholders Meeting (the “1st United Recommendation”). The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote Board of Directors of 1st United. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of Acquiror and by FUB. Except for the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Subapprovals described in paragraph (b) below, as applicable. No no other corporate proceedings on the part of Acquiror 1st United or Acquiror Sub FUB are necessary to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror 1st United and, assuming due and Acquiror Sub, as applicable, and constitute, or will constitute upon valid execution and delivery thereofof this Agreement by Valley, constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicable1st United, enforceable against Acquiror and Acquiror Sub, as applicable, 1st United in accordance with and its terms, subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ rights generallyand remedies generally and subject, and except that the availability as to enforceability, to general principles of equitable remedies (including specific performance) is within the discretion equity, whether applied in a court of the appropriate courtlaw or a court of equity.

Authority; No Violation. (a) Acquiror Each of Banknorth and Acquiror Sub have Banknorth Delaware has full corporate power and authority to execute and deliver this Agreement and the Merger DocumentsStockholders Agreement which was entered into by Banknorth, as applicableBanknorth Delaware and TD concurrently with the execution and delivery of this Agreement, in the form of Exhibit E hereto (the “Stockholders Agreement”), and the agreements and instruments contemplated hereby and thereby, and to perform its obligations hereunder and thereunder and, subject to (i) the approval of this Agreement with respect to the Migratory Merger by the affirmative vote of the holders of a majority of the outstanding shares of Banknorth Common Stock (the “Required Banknorth Vote”) and (ii) the adoption of this Agreement with respect to the Mergers by Banknorth as the sole stockholder of Banknorth Delaware at a meeting of such sole stockholder (the “Banknorth Delaware Required Vote”), to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofthereby. The execution and delivery of this Agreement, the Stockholders Agreement and the Merger Documents agreements and instruments contemplated hereby and thereby and the performance and consummation of the transactions contemplated hereby and thereby have been duly and validly approved by all requisite corporate and stockholder action of Banknorth and Banknorth Delaware, subject to (i) the unanimous vote approval of this Agreement with respect to the Migratory Merger by the Required Banknorth Vote in the case of the Board consummation of Directors the Migratory Merger and (ii) the adoption of Acquiror and this Agreement with respect to the Mergers by the written consent Banknorth Delaware Required Vote in the case of the Board consummation of Directors of Acquiror Sub the Mergers, and by Acquiror as the sole stockholder of Acquiror Sub, as applicable. No no other corporate or stockholder proceedings on the part of Acquiror either Banknorth or Acquiror Sub are Banknorth Delaware is necessary to approve this Agreement, the Stockholders Agreement or the agreements and instruments contemplated hereby or thereby or to perform and consummate the transactions so contemplated. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Banknorth and Acquiror SubBanknorth Delaware and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by TD and Berlin Mergerco) constitutes a valid and binding obligations obligation of Acquiror Banknorth and Acquiror Sub, as applicableBanknorth Delaware, enforceable against Acquiror Banknorth and Acquiror Sub, as applicable, Banknorth Delaware in accordance with and subject to their its terms, except as enforcement may be limited by applicable general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ rights and remedies generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court.

Authority; No Violation. (a) Acquiror and Acquiror Sub have SunTrust has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Merger have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the SunTrust. The Board of Directors of Acquiror Sub SunTrust has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of SunTrust and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to SunTrust’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by Acquiror the affirmative vote of a majority of all the votes entitled to be cast on this Agreement by all shares of SunTrust Common Stock entitled to vote on this Agreement (the “Requisite SunTrust Vote”), and the approval of the Bank Merger Agreement by SunTrust as the SunTrust Subsidiary Bank’s sole stockholder of Acquiror Subshareholder, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub SunTrust are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror SunTrust and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by BB&T) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableSunTrust, enforceable against Acquiror and Acquiror Sub, as applicable, SunTrust in accordance with and subject to their terms, its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws of general applicability affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Enforceability Exceptions”)).

Authority; No Violation. (a) Acquiror and Acquiror Sub have HTLF has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Mergers have been duly and validly approved by the unanimous Board of Directors of HTLF. The Board of Directors of HTLF, acting with the approval of not less than 66-2/3% of the number of the members of the Board of Directors, has determined that the Mergers, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of HTLF and its stockholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Mergers), and has directed that this Agreement be submitted to HTLF’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of HTLF Common Stock entitled to vote on this Agreement at a meeting called therefor (the “Requisite HTLF Vote”), and subject to the adoption and approval of the Bank Merger Agreement by the Board of Directors of Acquiror HTLF Subsidiary Bank and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror HTLF as the HTLF Subsidiary Bank’s sole stockholder of Acquiror Subshareholder, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub HTLF are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror HTLF and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by UMB) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableHTLF, enforceable against Acquiror and Acquiror Sub, as applicable, HTLF in accordance with and subject to their terms, its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws of general applicability affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Enforceability Exceptions”)).

Authority; No Violation. (a) Acquiror Subject to the approval of this Agreement and Acquiror the Merger Documents, as applicable, and the transactions contemplated hereby and thereby by the stockholders of Seller and Seller Sub, Seller and Seller Sub have full all requisite corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board Boards of Directors of Acquiror Seller and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Seller Sub, as applicable. No Except for the approval of Seller’s stockholders of this Agreement, the Parent Merger Document and the transactions contemplated hereby and thereby, no other corporate proceedings on the part of Acquiror or Acquiror Seller are necessary to consummate the transactions so contemplated. Except for the approval of Seller Sub’s sole stockholder of this Agreement, the Subsidiary Merger Document and the transactions contemplated hereby and thereby, no other corporate proceedings on the part of Seller Sub are necessary to consummate the transactions so contemplated. Subject to the receipt of the regulatory and other approvals described in this Agreement, this Agreement and the Merger Documents have been, or will be, duly and validly executed and delivered by Acquiror Seller and Acquiror Seller Sub, as applicable, and constitute, or will constitute upon execution and delivery thereof, valid and binding obligations of Acquiror Seller and Acquiror Seller Sub, as applicable, enforceable against Acquiror Seller and Acquiror Seller Sub, as applicable, in accordance with and subject to their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including including, without limitation, specific performanceperformance and injunctive relief) is within the discretion of the appropriate courtcourt before which any proceeding may be brought.

Authority; No Violation. (a) Acquiror Each of Parent and Acquiror Merger Sub have has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and the Merger Documentsother actions described below, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby Merger and thereby the Bank Merger have been duly and validly approved by the unanimous vote Board of Directors of Parent and the Board of Directors of Acquiror and by the written consent of the Merger Sub. The Board of Directors of Acquiror Parent has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Parent and its shareholders and has directed that the issuance of shares of Parent Common Stock in connection with the Merger as contemplated by this Agreement (the “Parent Stock Issuance”) be submitted to Parent’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Sub has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Merger Sub and by Acquiror as the its sole stockholder of Acquiror Suband has adopted a resolution to the foregoing effect. Parent, as applicableMerger Sub’s sole stockholder, has adopted and approved this Agreement and the transactions contemplated hereby by written consent. No Except for the approval of the Parent Stock Issuance by a vote of the majority of votes cast at the Parent Meeting (the “Requisite Parent Vote”), the adoption and approval of the Bank Merger Agreement by Parent as Parent Bank’s sole shareholder, and the adoption of resolutions to give effect to the provisions of Section 6.10 in connection with the Closing, no other corporate proceedings on the part of Acquiror Parent or Acquiror Merger Sub are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror each of Parent and Acquiror SubMerger Sub and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by the Company) constitutes a valid and binding obligations obligation of Acquiror each of Parent and Acquiror Merger Sub, as applicable, enforceable against Acquiror each of Parent and Acquiror Sub, as applicable, Merger Sub in accordance with and its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of Parent Common Stock to be issued in the Merger have been validly authorized and, when issued (subject to their termsthe approval of the Parent Stock Issuance by the holders of Parent Common Stock), except as limited by applicable bankruptcywill be validly issued, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generallyfully paid and nonassessable, and except that the availability no current or past shareholder of equitable remedies (including specific performance) is within the discretion of the appropriate courtParent will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Acquiror and Acquiror Sub have Parent has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Integrated Mergers have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Parent. The Board of Directors of Acquiror Sub Parent has determined that the Integrated Mergers, on the terms and by Acquiror as conditions set forth in this Agreement, are advisable and in the sole stockholder best interests of Acquiror SubParent and its shareholders, as applicablehas adopted this Agreement and has directed that the issuance of shares of Parent Common Stock in connection with the First-Step Merger be submitted to Parent’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. No Except for the affirmative vote of a majority of the total votes cast on the proposal to issue shares of Parent Common Stock in connection with the First-Step Merger (the “Requisite Parent Vote”), no other corporate proceedings or approvals on the part of Acquiror or Acquiror Sub Parent are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Parent and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by the Company) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableParent, enforceable against Acquiror and Acquiror Sub, as applicable, Parent in accordance with and its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of Parent Common Stock to be issued in the First-Step Merger have been validly authorized (subject to their termsthe attainment of the Requisite Parent Vote) and, except as limited by applicable bankruptcywhen issued, insolvencywill be validly issued, reorganization, moratorium or other similar laws affecting creditors’ rights generallyfully paid and nonassessable, and except that the availability no current or past shareholder of equitable remedies (including specific performance) is within the discretion of the appropriate courtParent will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Acquiror and Acquiror Sub have Parent has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Merger have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Parent. The Board of Directors of Acquiror Sub Parent has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Parent and its stockholders, and has directed that this Agreement and the transactions contemplated hereby and the amendment of the Parent Articles in accordance with Section 4.3(a)(i) of the Parent Disclosure Schedule (the “Parent Charter Amendment” and, together with the adoption of this Agreement and the transactions contemplated hereby, the “Parent Stockholder Matters”) be submitted to Parent’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement and the transactions contemplated hereby and the approval of the Parent Charter Amendment, in each case, by Acquiror as the sole stockholder affirmative vote of Acquiror Subthe holders of shares of Parent Common Stock entitling them to exercise a majority of the voting power of Parent on such matter (collectively, as applicable. No the “Requisite Parent Vote”) and the adoption of resolutions to give effect to the provisions of Section 6.11 in connection with the Closing, no other corporate proceedings on the part of Acquiror or Acquiror Sub Parent are necessary to approve this Agreement or to consummate the transactions so contemplatedMerger. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Parent and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by the Company) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableParent, enforceable against Acquiror and Acquiror Sub, as applicable, Parent in accordance with and subject to their terms, its terms (except in all cases as such enforceability may be limited by applicable bankruptcythe Enforceability Exceptions). The shares of Parent Common Stock and New Parent Preferred Stock to be issued in the Merger have been validly authorized and, insolvencywhen issued, reorganizationwill be validly issued, moratorium or other similar laws affecting creditors’ rights generallyfully paid and nonassessable, and except that the availability no current or past stockholder of equitable remedies (including specific performance) is within the discretion of the appropriate courtParent will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Acquiror Company and Acquiror Sub Great American have full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the required regulatory and the Merger Documentsstockholder approvals set forth in Section 3.5, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance to comply with the terms hereof and thereofprovisions hereof. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote Boards of the Directors of Company and Great American. The Board of Directors of Acquiror Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company Stockholders for approval at the Special Meeting and, except for the adoption of this Agreement by the written consent requisite vote of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror SubCompany Stockholders, as applicable. No no other corporate proceedings on the part of Acquiror Company or Acquiror Sub Great American (except for matters related to setting the date, time, place and record date for the Special Meeting) are necessary to approve this Agreement or to consummate the transactions so contemplatedMerger or the Bank Merger. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Company and Acquiror SubGreat American and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Purchaser and FCB of this Agreement) is a valid and binding obligations obligation of Acquiror Company and Acquiror Sub, as applicableGreat American, enforceable against Acquiror each of Company and Acquiror Sub, as applicable, Great American in accordance with and subject to their its terms, except as enforcement may be limited by applicable (i) receivership, conservatorship or supervisory powers of bank regulatory agencies, (ii) general principles of equity and (iii) bankruptcy, insolvencyinsolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by Company and Great American, reorganizationnor the consummation by Company and Great American of the transactions contemplated hereby, moratorium nor compliance by Company or Great American with any of the terms or provisions hereof, will (either with or without the giving of notice of the passing of time or both) (i) violate any provision of the Certificate of Incorporation or Bylaws of Company or the organizational documents of any Company Subsidiary or (ii) subject to the receipt of the required regulatory and stockholder approvals set forth in Section 3.5 and the third-party consents set forth in Section 3.3(b) of the Company Disclosure Schedule, (A) violate in any material respect any Law applicable to Company or any Company Subsidiary, or any of their respective properties or assets, or (B) violate or conflict in any material respect with, result in a material breach of any provision of or the loss of any material benefit under, constitute a material 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, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other similar laws affecting creditors’ rights generallyinstrument or obligation to which Company or any Company Subsidiary is a party, and except that the availability or by which they or any of equitable remedies their respective properties or assets may be bound or affected, (including specific performanceC) is within the discretion violate or conflict with any of the appropriate court.terms, conditions or provisions of any order, judgment or decree to which Company or any Company Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, or (D) result in the creation of any Lien upon any of the respective properties or assets of Company or any Company Subsidiary. 3.4

Authority; No Violation. (a) Acquiror and Acquiror Sub have TCF has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Merger have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the TCF. The Board of Directors of Acquiror Sub TCF has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCF and has directed that this Agreement and the transactions contemplated hereby be submitted to TCF’s shareholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by Acquiror the affirmative vote of the holders of a majority of the outstanding shares of TCF Common Stock entitled to vote on this Agreement (the “Requisite TCF Vote”), and the adoption and approval of the Bank Merger Agreement by the board of directors of TCF National Bank and TCF as the its sole stockholder of Acquiror Subshareholder, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub TCF are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject No vote of holders of TCF Preferred Stock is required to receipt approve this Agreement or the transactions contemplated hereby in accordance with Section 703a(2)(e) of the regulatory and other approvals described in this AgreementMBCA, this Agreement and the Merger Documents have been, or will be, Board of Directors of TCF has made the determination referenced therein. This Agreement has been duly and validly executed and delivered by Acquiror TCF and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Huntington) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableTCF, enforceable against Acquiror and Acquiror Sub, as applicable, TCF in accordance with and subject to their terms, its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or other similar laws of general applicability relating to or affecting creditors’ insured depository institutions or their parent companies or the rights generally, of creditors generally and except that subject to general principles of equity (the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Enforceability Exceptions”)).

Authority; No Violation. (a) Acquiror and Acquiror Sub have Buyer has full corporate power and authority to execute and deliver this Agreement and, subject to the parties' obtaining (i) all bank regulatory approvals required to effectuate the Merger, (ii) the possible requirement that the shareholders of Buyer approve the issuance of shares of Buyer Common Stock hereunder and (ii) the Merger Documentsother approvals listed in Section 4.4, as applicable, and to consummate the transactions contemplated hereby hereby. Buyer Subsidiary Bank has full corporate power and thereby authority to execute and deliver this Agreement and, subject to the parties' obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in accordance with Section 4.4, to consummate the terms hereof and thereoftransactions contemplated hereby. The execution and delivery of this Agreement and the Merger Documents consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Buyer. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by Buyer Subsidiary Bank. Subject to the written consent possible requirement that the shareholders of Buyer approve the Board issuance of Directors shares of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror SubBuyer Common Stock hereunder, as applicable. No no other corporate proceedings on the part of Acquiror Buyer or Acquiror Sub Buyer Subsidiary Bank are necessary to approve this Agreement and to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Buyer and Acquiror SubBuyer Subsidiary Bank and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by the Company) this Agreement constitutes a valid and binding obligations obligation of Acquiror Buyer and Acquiror Sub, as applicableBuyer Subsidiary Bank, enforceable against Acquiror Buyer and Acquiror Sub, as applicable, Buyer Subsidiary Bank in accordance with and subject to their its terms, except as enforcement may be limited by applicable general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ ' rights and remedies generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court.

Authority; No Violation. (a) Acquiror Except as disclosed on Transferor Disclosure Schedule 5.2(a) ------------------------------------- (collectively, the "Transferor Approvals"), no consents, approvals, authorizations, clearances or orders of, filings or registrations with or notices to any third party or any Governmental Authority (collectively "Authorizations") are necessary on behalf of the Transferor in connection with (i) the execution and Acquiror Sub have delivery by the Transferor of this Agreement and the other Contribution Agreements to which it is a party, (ii) the consummation by the Transferor of the transactions contemplated hereby and thereby and (iii) the performance of the Transferor's obligations under this Agreement and the other Contribution Agreements. The Transferor has the full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, other Contribution Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Merger Documents other Contribution Agreements to which the Transferor is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror the Transferor in accordance with the Articles of Association and by the written consent Bylaws of the Board of Directors of Acquiror Sub Transferor and by Acquiror with applicable Laws (as defined below). Except for the sole stockholder of Acquiror SubTransferor Approvals, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub the Transferor are necessary for the Transferor to consummate the transactions so contemplated. Subject to receipt of the regulatory execute and other approvals described in this Agreement, deliver this Agreement and the Merger Documents other Contribution Agreements to which it is a party and for the Transferor to be bound by the terms hereof and thereof. This Agreement and the other Contribution Agreements to which the Transferor is a party have been, or will be, been duly and validly executed and delivered by Acquiror the Transferor and Acquiror Sub, as applicable, and constitute, or will constitute upon execution and delivery thereof, the valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicable, the Transferor enforceable against Acquiror and Acquiror Sub, as applicable, the Transferor in accordance with its and subject to their terms, subject to receipt of the Transferor Approvals and except as to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws Laws affecting the rights of creditors’ rights , generally, and except that (ii) general principles of equity (collectively, the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court"Enforceability Exceptions").

Authority; No Violation. (a) Acquiror Buyer and Acquiror Sub have each Affiliate of Buyer that is a party to any Ancillary Agreement has full corporate power and authority to execute and deliver this Agreement and the Merger Documentseach Ancillary Agreement to which it is party, as applicable, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofthereby. The execution and delivery of this Agreement and the Merger Documents Ancillary Agreements to which Buyer or any of its Affiliates is party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by all requisite corporate action on the unanimous vote part of the Board of Directors of Acquiror Buyer and by the written consent of the Board of Directors of Acquiror Sub each such Affiliate, and by Acquiror as the sole stockholder of Acquiror Sub, as applicable. No no other corporate proceedings on the part of Acquiror Buyer or Acquiror Sub any of its Affiliates are necessary to approve this Agreement or the Ancillary Agreements and to consummate the transactions so contemplatedcontemplated hereby and thereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Buyer and Acquiror Sub(assuming the due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, of this Agreement by Sellers) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableBuyer, enforceable against Acquiror and Acquiror Sub, as applicable, Buyer in accordance with and subject to their its terms, except as enforcement may be limited by applicable general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency, reorganization, moratorium or other and similar laws affecting creditors’ rights and remedies generally. As of the Closing Date, each Ancillary Agreement to which Buyer or any Affiliate of Buyer is a party will have been duly and validly executed and delivered by Buyer or such Affiliate (as the case may be) and (assuming the due authorization, execution and delivery of such Ancillary Agreement by the other parties thereto) will constitute a valid and binding obligation of Buyer or such Affiliate, enforceable against Buyer or such Affiliate 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 except that the availability of equitable by bankruptcy, insolvency, moratorium and similar laws affecting creditors’ rights and remedies (including specific performance) is within the discretion of the appropriate courtgenerally.

Authority; No Violation. (a) Acquiror No Authorizations (the "InterCept Approvals") are necessary on behalf of InterCept in connection with (i) the execution and Acquiror Sub delivery by InterCept of this Agreement, (ii) the consummation by InterCept of the transactions contemplated hereby and thereby, (iii) the Exchange and the documents, agreements and instruments executed or to be executed with respect to the Exchange (the "Exchange Documents") to which InterCept is or will be a party; (iv) the performance of InterCept's obligations under this Agreement, the other Contribution Agreements and the Exchange Documents, other than such as have been obtained or waived. InterCept has the full corporate power and authority to execute and deliver this Agreement Agreement, the other Contribution Agreements and the Merger Documents, as applicableExchange Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement Agreement, the Contribution Agreements and the Merger Exchange Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror InterCept in accordance with the Articles of Incorporation and by the written consent Bylaws of the Board of Directors of Acquiror Sub InterCept and by Acquiror as the sole stockholder of Acquiror Sub, as applicablewith applicable Laws. No other corporate proceedings on the part of Acquiror or Acquiror Sub InterCept are necessary for InterCept to consummate the transactions so contemplated. Subject to receipt of the regulatory execute and other approvals described in deliver this Agreement, this Agreement the other Contribution Agreements and the Merger Exchange Documents to which it is a party, and for InterCept to be bound by the terms hereof and thereof. This Agreement, the other Contribution Agreements and the Exchange Documents to which InterCept is a party have been, or will be, been duly and validly executed and delivered by Acquiror InterCept and Acquiror Sub, as applicable, and constitute, or will constitute upon execution and delivery thereof, the valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicable, InterCept enforceable against Acquiror and Acquiror Sub, as applicable, InterCept in accordance with its and subject to their terms, except as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate courtEnforceability Exceptions.

Authority; No Violation. (a) Acquiror and Acquiror Sub have Dex has full corporate power and authority to execute and deliver this Agreement and the Merger DocumentsAgreement, as applicable, to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation by Dex of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Dex. The Board of Directors of Acquiror Sub Dex has determined that this Agreement and the transactions contemplated hereby are in the best interests of Dex and its stockholders, has adopted, approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the adoption of this Agreement (the “Dex Recommendation”) and, subject to Section 6.12(c) hereof, has directed that this Agreement and the transactions contemplated by Acquiror this Agreement (including the issuance of Newco Common Stock in connection with the SuperMedia Merger) be submitted to Dex’s stockholders for approval and adoption at a duly held meeting of such stockholders. Except for the approval of this Agreement and the transactions contemplated by this Agreement by the affirmative vote of a majority of all the votes entitled to be cast by holders of outstanding Dex Common Stock (the “Dex Stockholder Approval”) and the adoption of this Agreement and approval of the issuance of Newco Common Stock by Dex in its capacity as the sole stockholder of Acquiror SubNewco, as applicable. No which Dex shall effect promptly following the execution of this Agreement, no stockholder vote or other corporate proceedings on the part of Acquiror or Acquiror Sub Dex are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Dex and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by SuperMedia) constitutes the valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableDex, enforceable against Acquiror and Acquiror Sub, as applicable, Dex in accordance with and subject to their terms, its terms (except as may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws Laws affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate courtremedies).

Authority; No Violation. (a) Acquiror and Acquiror Sub have MDLY has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Merger DocumentsMDLY Stockholder Approval, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the unanimous MDLY Board. The MDLY Board, acting upon the recommendation of the MDLY Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, MDLY and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to the stockholders of MDLY for its adoption, (iv) recommended that the stockholders of MDLY approve the adoption of this Agreement, and (v) resolved to include such recommendation in the Joint Proxy Statement/Prospectus (the “MDLY Board Recommendation”). Except for the approval and adoption of MDLY Matters by the affirmative vote of the Board holders of Directors of Acquiror and by the written consent a majority of the Board voting power of Directors the outstanding shares of Acquiror Sub and by Acquiror as MDLY Common Stock entitled to vote at such meeting (the sole stockholder of Acquiror Sub“MDLY Stockholder Approval”), as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub MDLY are necessary to consummate approve the transactions so contemplated. Subject to receipt of the regulatory and other approvals described in this AgreementMerger, this Agreement and or the Merger Documents have been, or will be, transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Acquiror MDLY and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by SIC) constitutes the valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableMDLY, enforceable against Acquiror and Acquiror Sub, as applicable, MDLY in accordance with and subject to their its terms, except as may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or other similar laws of general applicability relating to or affecting creditors’ the rights generally, of creditors generally and except that subject to general principles of equity (the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Bankruptcy and Equity Exception”).

Authority; No Violation. (a) Acquiror and Acquiror Sub have KTYB has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and the Merger Documentsother actions described below, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby Merger and thereby the Bank Merger have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the KTYB. The Board of Directors of Acquiror Sub KTYB has determined, subject to Section 5.14(h) of this Agreement, that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of KTYB and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to KTYB’s shareholders for approval (with the KTYB Board of Directors’ recommendation in favor of approval) at a meeting of the shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by Acquiror the affirmative vote of the holders of a majority of the outstanding shares of KTYB Common Stock (the “Requisite KTYB Vote”), and the adoption and approval of the Bank Merger Agreement by KTYB as the its sole stockholder of Acquiror Subshareholder, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub KTYB are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror KTYB and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by SYBT) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableKTYB, enforceable against Acquiror and Acquiror Sub, as applicable, KTYB in accordance with and subject to their terms, its terms (except in all cases as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Enforceability Exceptions”)).

Authority; No Violation. (a) Acquiror and Acquiror Sub have NCC has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Merger have been duly and validly approved by the unanimous vote board of directors of NCC. The board of directors of NCC has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of NCC and its stockholders, has declared it advisable, has directed that this Agreement and the transactions contemplated hereby be submitted to NCC’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite NCC Stockholder Approval, the adoption and approval of the Board Bank Plan of Directors of Acquiror and Merger by the written consent board of directors of NBC and NCC as its sole shareholder and the actions of the Board board of Directors directors of Acquiror Sub and by Acquiror as NCC (or the sole stockholder of Acquiror SubCompensation Committee thereof) pursuant to Section 2.02, as applicable. No no other corporate proceedings on the part of Acquiror NCC or Acquiror Sub any of its Subsidiaries are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror NCC and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by CenterState) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicable, NCC enforceable against Acquiror and Acquiror Sub, as applicable, NCC in accordance with and subject to their terms, its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or other similar laws of general applicability relating to or affecting creditors’ insured depository institutions or the rights generally, of creditors generally and except that subject to general principles of equity (the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Enforceability Exceptions”)).

Authority; No Violation. (a) Acquiror and Acquiror Sub have The Company has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, Option Agreement and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofthereby. The execution and delivery of this Agreement and the Merger Documents Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent Company prior to the date hereof (which approval satisfies in full the requirements of the MGCL regarding approval by a board of directors), and such approval is in full force and effect. The Board of Directors of Acquiror Sub the Company has adopted a resolution declaring advisable the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders and, except for the approval of this Agreement by Acquiror as the sole stockholder affirmative vote of Acquiror Subthe holders of a majority of the votes of the outstanding shares of the Company Common Stock entitled to vote thereon, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub the Company and no other stockholder votes are necessary to approve this Agreement and to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt As of the regulatory and other approvals described in this Agreementdate hereof, this the Board of Directors of the Company has resolved to recommend that the Company's stockholders approve the Merger. This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror the Company and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Parent and SRH) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicablethe Company, enforceable against Acquiror and Acquiror Sub, as applicable, the Company in accordance with its terms. In addition, the Board of Directors has taken all requisite action such that the freezeout, special shareholder voting and subject to their termsother requirements imposed by Sections 3-601 through 3-604 and 3-701 through 3-709 of the MGCL, except as limited by and the provisions of any other applicable bankruptcy"freezeout", insolvency"fair price", reorganization"moratorium", moratorium "control share acquisition" or other similar laws affecting creditors’ rights generallyanti-takeover statute or regulation enacted under state, federal or foreign laws, are not applicable to the Merger, this Agreement, the Option Agreement or the Stockholder Agreement or the transactions contemplated by this Agreement, the Option Agreement and except that the availability Shareholders Agreement. No holder of equitable remedies (including specific performance) is within Company Capital Stock shall have the discretion right to appraisal or to demand or receive payment of the appropriate courtfair value of such Company Capital Stock from the Successor Corporation or any other Person pursuant to the MGCL or otherwise.

Authority; No Violation. (a) Acquiror and Acquiror Sub have full CCT has all requisite corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofTransactions. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent CCT, including all of the Independent Directors of CCT. The Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror SubCCT, as applicable. No other corporate proceedings on the part of Acquiror or Acquiror Sub are necessary to consummate the transactions so contemplated. Subject to receipt including all of the regulatory and Independent Directors of CCT, has unanimously (other approvals described in this Agreementthan Xxxx Xxxxxxxx, who recused himself) determined that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of CCT, determined that the interests of CCT’s existing stockholders will not be diluted as a result of the Transactions, has approved the CCT Matters and has directed that the CCT Matters be submitted to CCT’s stockholders for approval at a duly held meeting of such stockholders (the “CCT Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt of the affirmative vote of a majority of the votes entitled to be cast on the matter by the holders of outstanding shares of CCT Common Stock to approve the CCT Matters at a duly held meeting of such stockholders (the “CCT Requisite Vote”), the Merger Documents and the other Transactions have been, or will be, been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by Acquiror CCT and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by FSIC and Merger Sub) constitutes the valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableCCT, enforceable against Acquiror and Acquiror Sub, as applicable, CCT in accordance with and subject to their terms, its terms (except as may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or other similar laws Laws of general applicability relating to or affecting creditors’ the rights generally, of creditors generally and except that subject to general principles of equity (the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) Acquiror Each of Parent, Holdco and Acquiror Merger Sub have has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofTransactions. The execution and delivery of this Agreement by Parent, Holdco and the Merger Documents Sub and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly approved by the unanimous vote Board of Directors of Parent (the “Parent Board”); the Board of Directors of Acquiror and by Holdco (the written consent “Holdco Board”); Parent, as the sole stockholder of Holdco; the Board of Directors of Acquiror Merger Sub (the “Merger Sub Board”); and by Acquiror Holdco, as the sole stockholder of Acquiror Merger Sub. The Parent Board, the Holdco Board and the Merger Sub Board have determined that this Agreement, the Transactions, and the amendment to the Parent Charter attached hereto as Exhibit E (the “Parent Charter Amendment”) are advisable and in the best interests of Parent, Holdco and Merger Sub and their respective stockholders and, except for the Parent Stockholder Consent and the Consent Right Holder Consent (each of which has been obtained contemporaneously with the execution of this Agreement) and the adoption of this Agreement by Parent as the sole stockholder of Holdco and the adoption of this Agreement by Holdco as the sole stockholder of Merger Sub, as applicable. No no other corporate proceedings on the part of Acquiror Parent, Holdco or Acquiror Merger Sub are necessary to consummate the transactions so contemplated. Subject to receipt of the regulatory and other approvals described in this Agreement, approve this Agreement and to consummate the Merger Documents have been, or will be, Transactions. This Agreement has been duly and validly executed and delivered by Acquiror Parent, Holdco and Acquiror Subby Merger Sub and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by the Company) constitutes the valid and binding obligations of Acquiror Parent, Holdco and Acquiror Merger Sub, as applicable, enforceable against Acquiror Parent, Holdco and Acquiror Sub, as applicable, Merger Sub in accordance with and its terms, subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting Laws, now or hereafter in effect, relating to creditors’ rights generally, generally and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate courtavailable.

Authority; No Violation. (a) Acquiror and Acquiror Sub have IBKC has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and the Merger Documentsother actions described below, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Merger have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the IBKC. The Board of Directors of Acquiror Sub IBKC has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of IBKC and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to IBKC’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by Acquiror the affirmative vote of a majority of all the votes entitled to be cast on this Agreement by holders of IBKC Common Stock (the “Requisite IBKC Vote”), and the approval of the Bank Merger Agreement by IBKC as the IBERIABANK’s sole stockholder of Acquiror Subshareholder, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub IBKC are necessary to approve this Agreement or to consummate the transactions so contemplated. Subject contemplated hereby (other than the submission to receipt the shareholders of IBKC of an advisory (non-binding) vote on the regulatory and other approvals described in compensation that may be paid or become payable to IBKC’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement, this ). This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror IBKC and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by First Horizon) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableIBKC, enforceable against Acquiror and Acquiror Sub, as applicable, IBKC in accordance with and subject to their terms, its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws of general applicability affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Enforceability Exceptions”)).

Authority; No Violation. (a) Acquiror Each of Parent and Acquiror Merger Sub have full has the corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement by Parent and the Merger Documents Sub and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote Board of Directors of Parent (the “Parent Board”), the Board of Directors of Acquiror Merger Sub (the “Merger Sub Board”) and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror Parent, as the sole stockholder of Acquiror Merger Sub. The Parent Board and the Merger Sub Board have determined that this Agreement and the transactions contemplated hereby are in the best interests of Parent and Merger Sub and their respective stockholders and the Parent Board has directed that this Agreement and the transactions contemplated hereby and the issuance of the Merger Consideration (the “Share Issuance”) be submitted to Parent’s stockholders for approval at a duly held meeting of such stockholders (the “Parent Stockholders Meeting”) and, as applicable. No except for approval of this Agreement and the transactions contemplated hereby and the Share Issuance by a majority of the holders of Parent Common Stock, present in person or by proxy at the Parent Stockholder Meeting (“Parent Stockholder Approval”), no other corporate proceedings on the part of Acquiror Parent or Acquiror Merger Sub are necessary to approve this Agreement and to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Parent and Acquiror Subby Merger Sub and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by the Company) constitute the valid and binding obligations of Acquiror Parent and Acquiror Merger Sub, as applicable, enforceable against Acquiror Parent and Acquiror Sub, as applicable, Merger Sub in accordance with and subject to their terms, terms (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate courtBankruptcy Exception).

Authority; No Violation. (a) Acquiror and Acquiror Sub have Chemical has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and the Merger Documentsother actions described below, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby Merger and thereby the Bank Merger have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Chemical. The Board of Directors of Acquiror Sub Chemical has determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of Chemical and its shareholders, has declared it advisable and has directed that (i) this Agreement and the transactions contemplated hereby, and (ii) the amendment and restatement of the Chemical Articles (the “Chemical Articles Amendment”), each be submitted to Chemical’s shareholders for approval at a meeting of such shareholders and has adopted resolutions to the foregoing effect. Except for (i) the approval of this Agreement by Acquiror the holders of a majority of the outstanding shares of Chemical Common Stock entitled to vote thereon and (ii) the approval of the Chemical Articles Amendment by the holders of a majority of the outstanding shares of Chemical Common Stock entitled to vote on the proposed amendment (collectively, the “Requisite Chemical Vote”), and the adoption and approval of the Bank Merger Agreement by Chemical as the Chemical Bank’s sole stockholder of Acquiror Subshareholder, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub Chemical are necessary to approve this Agreement or to consummate the transactions so contemplated. Subject contemplated hereby (other than the submission to receipt the shareholders of Chemical of an advisory (non-binding) vote on the regulatory and other approvals described in compensation that may be paid or become payable to Chemical’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement, this ). This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Chemical and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by TCF) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableChemical, enforceable against Acquiror and Acquiror Sub, as applicable, Chemical in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of Chemical Common Stock and New Chemical Preferred Stock to be issued in the Merger have been duly authorized and, when issued (subject to their termsthe approval of the Chemical Articles Amendment by the holders of Chemical Common Stock and the filing thereof with the Michigan DLRA), except as limited by applicable bankruptcywill be validly issued, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generallyfully paid and nonassessable, and except that the availability no current or past shareholder of equitable remedies (including specific performance) is within the discretion of the appropriate courtChemical will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Acquiror Each of Parent and Acquiror Merger Sub have has full corporate power and authority to execute and deliver this Agreement and and, subject in the case of (i) the issuance of the shares of Parent Common Stock constituting the Merger DocumentsConsideration to the receipt of the Requisite Parent Vote and (ii) the adoption and approval of the Bank Merger Agreement by Parent as the sole shareholder of Parent Bank (which Parent shall effect promptly after the date hereof), as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the boards of directors of Parent and of Merger Sub. The board of directors of Parent determined that the Mergers, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of Parent and its shareholders and has directed that the issuance of the shares of Parent Common Stock constituting the Merger Consideration be submitted to Parent’s shareholders for approval at a meeting of such shareholders. The board of directors of Merger Sub has determined that the Mergers, on the terms and conditions set forth in this Agreement, are in the best interests of Merger Sub and its sole shareholder and has adopted a resolution to the foregoing effect. Parent, as Merger Sub’s sole shareholder, has approved this Agreement and the transactions contemplated hereby at a duly held meeting or by unanimous written consent. Except for the approval of the issuance of the shares of Parent Common Stock constituting the Merger Consideration pursuant to this Agreement by the affirmative vote of a majority of votes cast by holders of shares of Parent Common Stock at the Board of Directors of Acquiror Parent Shareholders’ Meeting (the “Requisite Parent Vote”) and by the written consent adoption and approval of the Board of Directors of Acquiror Sub and Bank Merger Agreement by Acquiror Parent as the sole stockholder shareholder of Acquiror SubParent Bank, as applicable. No no other corporate proceedings on the part of Acquiror Parent, Merger Sub or Acquiror Sub Parent Bank are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror each of Parent and Acquiror SubMerger Sub and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Target) constitutes a valid and binding obligations obligation of Acquiror each of Parent and Acquiror Merger Sub, as applicable, enforceable against Acquiror each of Parent and Acquiror Sub, as applicable, Merger Sub in accordance with and subject to their terms, its terms (except as may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies (including specific performance) is within remedies). Subject to the discretion receipt of the appropriate courtRequisite Parent Vote, the shares of Parent Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past stockholder of Parent will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Acquiror and Acquiror Sub have AMNB has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofperform its obligations under this Agreement. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Mergers have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the AMNB. The Board of Directors of Acquiror Sub AMNB has determined that this Agreement and the Mergers, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of AMNB and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Mergers), and has directed that this Agreement be submitted to AMNB’s shareholders as required by Acquiror as applicable law and the sole stockholder AMNB Articles and the AMNB Bylaws for approval at a duly held meeting of Acquiror Subsuch shareholders and has adopted a resolution to the foregoing effect. Except for the required approval of this Agreement by the affirmative vote of the holders of more than two-thirds of the outstanding shares of AMNB Common Stock entitled to vote on this Agreement (the “Requisite AMNB Vote”), as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub AMNB are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror AMNB and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Buyer) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableAMNB, enforceable against Acquiror and Acquiror Sub, as applicable, AMNB in accordance with and subject to their terms, its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws of general applicability affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Enforceability Exceptions”)).

Authority; No Violation. (a) Acquiror and Acquiror Sub have Subject Company has full corporate power and authority to execute and deliver this Agreement, the Fee Letter, of even date herewith, between Parent and Subject Company (the "Subject Company Fee Letter") pursuant to which Subject Company will in certain circumstances pay certain amounts to Parent, the Subject Company Option Agreement and the Merger other documents contemplated to be executed and delivered by Subject Company in connection with the transactions contemplated hereby (this Agreement, together with the Subject Company Fee Letter, the Subject Company Option Agreement and such other documents, collectively, the "Subject Company Documents, as applicable"), and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofthereby. The execution and delivery of this Agreement and each of the Merger Subject Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Subject Company. The Board of Directors of Acquiror Sub Subject Company has directed that the agreement of merger (within the meaning of Section 251 of the DGCL) contained in this Agreement and the transactions contemplated hereby be submitted to Subject Company's stockholders for approval at a meeting of such stockholders and, except for the adoption of this Agreement by Acquiror as the sole stockholder affirmative vote of Acquiror Subthe holders of a majority of the outstanding shares of Subject Company Common Stock, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub Subject Company are necessary to approve the Subject Company Documents and to consummate the transactions so contemplatedcontemplated hereby and thereby. Subject to receipt Each of the regulatory and other approvals described in this Agreement, this Agreement and the Merger Subject Company Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Subject Company and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Parent and Merger Sub) this Agreement constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableSubject Company, enforceable against Acquiror and Acquiror Sub, as applicable, Subject Company in accordance with and subject to their its terms, except as enforcement may be limited by applicable general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ ' rights and remedies generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court.

Authority; No Violation. (ai) Acquiror Each of Globespan and Acquiror Merger Sub have has ----------------------- full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror each of Globespan and by Merger Sub. Globespan, as sole stockholder of Merger Sub, has approved this Agreement and the written consent of the transactions contemplated hereby. The Board of Directors of Acquiror Sub and Globespan has directed that the issuance of Globespan Common Stock pursuant to this Agreement be submitted to Globespan stockholders for approval at a meeting of Globespan stockholders (the "Globespan Stockholders Meeting"), and, except ------------------------------ for the approval of the issuance of Globespan Common Stock in the Merger by Acquiror as majority vote at a meeting of Globespan's stockholders at which a quorum is present (the sole stockholder of Acquiror Sub"Globespan Stockholder Approval"), as applicable. No no other corporate proceedings ------------------------------ on the part of Acquiror Globespan or Acquiror Merger Sub are necessary to approve this Agreement and to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror each of Globespan and Acquiror SubMerger Sub and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Virata) constitutes a valid and binding obligations obligation of Acquiror Globespan and Acquiror Merger Sub, as applicable, enforceable against Acquiror Globespan and Acquiror Sub, as applicable, Merger Sub in accordance with and its terms, subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ ' rights generally, and except that the availability generally or to general principles of equitable remedies (including specific performance) is within the discretion of the appropriate courtequity.

Authority; No Violation. (a) Acquiror and Acquiror Sub have full The Company has all requisite corporate power and corporate authority to execute and deliver this Agreement and, subject to receipt of the Company Required Vote and the accuracy of the representations and warranties of Parent and Merger DocumentsSub set forth in this Agreement, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The Board of Directors of the Company (the “Company Board”) at a duly held meeting has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved the execution and delivery of this Agreement, and (iv) subject to Section 7.7, resolved to recommend that the stockholders of the Company approve this Agreement and the transactions contemplated hereby, including the Merger Documents (the recommendation contemplated by this clause (iv) being referred to as the “Company Recommendation”), and directed that such matter be submitted for consideration by the consummation Company’s stockholders at the Company Stockholder Meeting. None of the transactions contemplated hereby and thereby have been duly and validly approved aforesaid actions by the unanimous 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 Board of Directors of Acquiror and by the written consent a majority of the Board outstanding shares of Directors of Acquiror Sub and by Acquiror as Company Common Stock entitled to vote (the sole stockholder of Acquiror Sub“Company Required Vote”), as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub the Company are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror the Company and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Parent and Merger Sub) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicablethe Company, enforceable against Acquiror and Acquiror Sub, as applicable, the Company in accordance with and subject to their its terms, except as enforcement may be limited by applicable general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ rights generally, and except that remedies generally (the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Bankruptcy and Equity Exceptions”).

Authority; No Violation. (a) Acquiror Each of SIC and Acquiror Merger Sub have has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Merger DocumentsSIC Stockholder Approval, as applicable, and to consummate the transactions contemplated hereby; provided, that in the case of Merger Sub, this Agreement and the consummation of the transactions contemplated hereby is subject to the approval and thereby adoption of this Agreement by the sole stockholder of Merger Sub (which will occur via written consent in accordance with lieu of a meeting promptly following the terms hereof execution and thereofdelivery of this Agreement). The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the unanimous vote SIC Board, acting upon recommendation of the SIC Special Committee, and the Merger Sub Board. The Merger Sub Board of Directors of Acquiror has (i) determined that this Agreement and by the written consent of transactions contemplated hereby, including the Board of Directors of Acquiror Merger, are advisable and fair to, and in the best interests of, Merger Sub and by Acquiror SIC, as the sole stockholder of Acquiror Merger Sub, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to SIC, as applicablethe sole stockholder of Merger Sub, for its adoption, and (iv) recommended that SIC, as the sole stockholder of Merger Sub, approve the adoption of this Agreement. No The SIC Board, acting upon the recommendation of the SIC Special Committee, has unanimously determined that the Merger, this Agreement, the issuance of the Merger Shares and the other transactions contemplated by this Agreement are advisable and in the best interests of SIC and its stockholders, has approved the SIC Matters and has directed that the SIC Matters be submitted to the SIC’s stockholders for approval and adoption at a duly held meeting of such stockholders, together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “SIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for the approval and adoption of the SIC Matters at the SIC Stockholder Meeting (i) with respect to the Merger, the Amended and Restated Charter, and any other matters required to be approved or adopted by the stockholders of SIC in order to effect the Merger, the related issuance of the Merger Shares, and the other transactions contemplated by this Agreement (other than the Charter Amendment), by the affirmative vote of the holders of a majority of the outstanding shares of SIC Common Stock and (ii) with respect to the Charter Amendment by the affirmative vote of the holders of at least two-thirds (⅔) of the outstanding shares of SIC Common Stock (collectively, the foregoing (i) and (ii), the “SIC Stockholder Approval”), and the approval by SIC, in its capacity as the sole stockholder of Merger Sub (which will occur via written consent in lieu of a meeting promptly following the execution and delivery of this Agreement), no other corporate proceedings on the part of Acquiror SIC or Acquiror Merger Sub are necessary to consummate approve the transactions so contemplated. Subject to receipt of the regulatory and other approvals described in Merger, this Agreement, this Agreement and the issuance of the Merger Documents have been, Shares or will be, the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Acquiror SIC and Acquiror Merger Sub (assuming due authorization, execution and delivery by MDLY) constitutes the valid and binding obligation of each of SIC and Merger Sub, enforceable against SIC and Merger Sub, as applicable, and constitute, or will constitute upon execution and delivery thereof, valid and binding obligations of Acquiror and Acquiror Sub, as applicable, enforceable against Acquiror and Acquiror Sub, as applicablethe case may be, in accordance with and its terms (subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, the Bankruptcy and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate courtEquity Exception).

Authority; No Violation. (a) Acquiror Each of SYBT and Acquiror Sub have Merger Subsidiary has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and the Merger Documentsother actions described below, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby Merger and thereby the Bank Merger have been duly and validly approved by the unanimous vote Board of Directors of SYBT and the Board of Directors of Acquiror and by the written consent of the Merger Subsidiary. The Board of Directors of Acquiror Sub SYBT has determined that the Merger, on the terms and by Acquiror as conditions set forth in this Agreement, is in the best interests of SYBT and its shareholders and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Subsidiary has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Merger Subsidiary and its sole stockholder of Acquiror Subshareholder and has adopted a resolution to the foregoing effect. SYBT, as applicableMerger Subsidiary’s sole shareholder, has adopted and approved this Agreement and the transactions contemplated hereby by unanimous written consent. No Except for the adoption and approval of the Bank Merger Agreement by SYBT as SY Bank’s sole shareholder, no other corporate proceedings on the part of Acquiror SYBT or Acquiror Sub Merger Subsidiary are necessary to approve or consummate the transactions so contemplatedMerger or the Bank Merger, including without limitation, the approval of SYBT’s shareholders. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror each of SYBT and Acquiror SubMerger Subsidiary and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by KTYB) constitutes a valid and binding obligations obligation of Acquiror each of SYBT and Acquiror Sub, as applicableMerger Subsidiary, enforceable against Acquiror each of SYBT and Acquiror Sub, as applicable, Merger Subsidiary in accordance with and subject to their terms, its terms (except in all cases as such enforceability may be limited by applicable bankruptcythe Enforceability Exceptions). The shares of SYBT Common Stock to be issued in the Merger have been validly authorized and, insolvencywhen issued, reorganizationwill be validly issued, moratorium or other similar laws affecting creditors’ rights generallyfully paid and nonassessable, and except that the availability no current or past shareholder of equitable remedies (including specific performance) is within the discretion of the appropriate courtSYBT will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Acquiror Each of Target Holding and Acquiror Sub have Target Bank has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby this Agreement contemplates.59 The Board of Directors of Target Holding60 has duly and thereby in accordance with validly approved and adopted this Agreement and the terms hereof transactions this Agreement contemplates and thereof. The has authorized the execution and delivery of this Agreement and by Target Holding, and, except for the Merger Documents and the consummation approval of the transactions contemplated hereby and thereby have been duly and validly approved this Agreement by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Subits shareholders, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub Target Holding are necessary to consummate the transactions this Agreement contemplates. The Board of Directors of Target Bank has duly and validly approved and adopted this Agreement and the consummation of the transactions this Agreement contemplates and has authorized the execution and delivery of this Agreement by Target Bank and no other corporate proceedings on the part of Target Bank are necessary to consummate the transactions so contemplated. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Target Holding and Acquiror Sub, as applicable, Target Bank and constitute, or will constitute upon execution and delivery thereof, constitutes a valid and binding obligations obligation of Acquiror Target Holding and Acquiror Sub, as applicable, of Target Bank enforceable against Acquiror and Acquiror Sub, as applicable, each in accordance with and subject to their its terms, except as that enforcement may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or and other similar laws affecting creditors’ rights generallyand court 59 The clauses “transactions this Agreement contemplates,” “transactions contemplated by this Agreement,” and “transactions contemplated in this Agreement” are used interchangeably in this Agreement, with the intention that they have the same meaning and except effect. 60 Recent decisional law in Delaware indicates that the availability emerging fiduciary duty of equitable remedies good faith will impact Board deliberations of all kinds, including those regarding the approval or adoption of merger agreements. See generally In re Emerging Communications, Inc. Shareholders Litigation, 2004 Del. Ch. LEXIS 70 at *142 (including specific performanceDel. Ch. 2004) (stating that “Xxxxxx is within liable to Greenlight and the discretion shareholder class for breaching his fiduciary duty of loyalty and/or good faith” and noting in the related footnote that “the Delaware Supreme Court has yet to articulate the precise differentiation between the duties of loyalty and of good faith.”); In re The Xxxx Disney Co. Derivative Litigation, 825 A.2d 275, 289 (Del. Ch. 2003) (“Viewed in this light, plaintiffs' new complaint sufficiently alleges a breach of the appropriate court.directors' obligation to act . . . in good faith in the corporation's best interests for a Court to conclude

Authority; No Violation. (a) Acquiror and Acquiror Sub have full Cascade has the requisite corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Merger have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Cascade. The Board of Directors of Acquiror Sub Cascade has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Cascade and its shareholders and has directed that the issuance of shares of Cascade Common Stock contemplated by Acquiror this Agreement be submitted to Cascade’s shareholders for approval at a meeting of such shareholders. Except for the approval of the issuance of Cascade Common Stock pursuant to this Agreement by a majority of the votes cast by holders of Cascade Common Stock (the “Requisite Cascade Vote”) and the adoption and approval of the Bank Merger Agreement by Cascade as the sole stockholder shareholder of Acquiror SubCascade Bank, as applicable. No no other corporate proceedings on the part of Acquiror Cascade or Acquiror Sub any Cascade Subsidiary are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Cascade and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Home) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableCascade, enforceable against Acquiror and Acquiror Sub, as applicable, Cascade in accordance with and subject to their terms, its terms (except in all cases as such enforceability may be limited by applicable bankruptcythe Enforceability Exceptions). Subject to obtaining the Requisite Cascade Vote, insolvencythe Cascade Common Stock to be issued in the Merger, reorganizationhas been (or will be) validly authorized, moratorium or other similar laws affecting creditors’ rights generallywhen issued, will be validly issued, fully paid and nonassessable, and except that the availability no current or past shareholder of equitable remedies (including specific performance) is within the discretion of the appropriate courtCascade will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Acquiror Each of Parent and Acquiror Merger Sub have has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and the Merger Documentsother actions described below, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby Merger and thereby the Bank Merger have been duly and validly approved by the unanimous vote Board of Directors of Parent and the Board of Directors of Acquiror and by the written consent of the Merger Sub. The Board of Directors of Acquiror Parent has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Parent and its shareholders and has directed that the issuance of shares of Parent Common Stock in connection with the Merger as contemplated by this Agreement (the “Parent Stock Issuance”) be submitted to Parent’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Sub has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Merger Sub and by Acquiror as its sole shareholder and has adopted a resolution to the sole stockholder of Acquiror Subforegoing effect. Parent, as applicableMerger Sub’s sole shareholder, has adopted and approved this Agreement and the transactions contemplated hereby by unanimous written consent. No Except for the approval of the Parent Stock Issuance by a vote of the majority of votes cast at the Parent Meeting (the “Requisite Parent Vote”), the adoption and approval of the Bank Merger Agreement by Parent as Parent Bank’s sole shareholder, and the adoption of resolutions to give effect to the provisions of Section 6.10 in connection with the Closing, no other corporate proceedings on the part of Acquiror Parent or Acquiror Merger Sub are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror each of Parent and Acquiror SubMerger Sub and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by the Company) constitutes a valid and binding obligations obligation of Acquiror each of Parent and Acquiror Merger Sub, as applicable, enforceable against Acquiror each of Parent and Acquiror Sub, as applicable, Merger Sub in accordance with and its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of Parent Common Stock to be issued in the Merger have been validly authorized and, when issued (subject to their termsthe approval of the Parent Stock Issuance by the holders of Parent Common Stock), except as limited by applicable bankruptcywill be validly issued, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generallyfully paid and nonassessable, and except that the availability no current or past shareholder of equitable remedies (including specific performance) is within the discretion of the appropriate courtParent will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Acquiror and Acquiror Sub have full Cascade has the requisite corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Merger have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Cascade. The Board of Directors of Acquiror Sub Cascade has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Cascade and its shareholders and has directed that this Agreement and the issuance of shares of Cascade Common Stock contemplated by Acquiror this Agreement be submitted to Cascade’s shareholders for approval at a meeting of such shareholders. Except for the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Cascade Common Stock and approval of the issuance of Cascade Common Stock pursuant to this Agreement by a majority of the votes cast by holders of Cascade Common Stock (together, the “Requisite Cascade Vote”) and the adoption and approval of the Bank Merger Agreement by Cascade as the sole stockholder shareholder of Acquiror SubCascade Bank, as applicable. No no other corporate proceedings on the part of Acquiror Cascade or Acquiror Sub any Cascade Subsidiary are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Cascade and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Home) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableCascade, enforceable against Acquiror and Acquiror Sub, as applicable, Cascade in accordance with and subject to their terms, its terms (except in all cases as such enforceability may be limited by applicable bankruptcythe Enforceability Exceptions). Subject to obtaining the Requisite Cascade Vote, insolvencythe Cascade Common Stock to be issued in the Merger, reorganizationhas been (or will be) validly authorized, moratorium or other similar laws affecting creditors’ rights generallywhen issued, will be validly issued, fully paid and nonassessable, and except that the availability no current or past shareholder of equitable remedies (including specific performance) is within the discretion of the appropriate courtCascade will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Acquiror Each Seller and Acquiror Sub have each Affiliate of any Seller that will be a party to any Ancillary Agreement has full corporate or limited liability company (as the case may be) power and authority to execute and deliver this Agreement and the Merger Documentseach Ancillary Agreement to which any Seller or any Affiliate of a Seller will be a party, as applicable, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofthereby. The execution and delivery of this Agreement and the Merger Documents each Ancillary Agreement to which each Seller and any Affiliate of any Seller is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror all requisite corporate or limited liability company (as the sole stockholder case may be) action on the part of Acquiror Subeach Seller and each such Affiliate, as applicable. No and no other corporate corporate, limited liability company or other entity proceedings on the part of Acquiror or Acquiror Sub such Seller and each such Affiliate are necessary to approve this Agreement or the Ancillary Agreements to which any Seller or any Affiliate of a Seller will be a party or to consummate the transactions so contemplatedcontemplated hereby and thereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror each Seller and Acquiror Sub(assuming the due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, of this Agreement by Buyer) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableeach Seller, enforceable against Acquiror and Acquiror Sub, as applicable, such Seller in accordance with and subject to their its terms, except as enforcement may be limited by applicable general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency, reorganization, moratorium or other and similar laws affecting the enforcement of creditors’ rights and remedies generally. As of the Closing Date, each Ancillary Agreement to which any Seller or any Affiliate of any Seller will be a party will have been duly and validly executed and delivered by such Seller or such Affiliate (as the case may be) and (assuming the due authorization, execution and delivery of such Ancillary Agreement by the other parties thereto) will constitute a valid and binding obligation of such Seller or such Affiliate, enforceable against such Seller or such Affiliate in accordance with its terms, except as such enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and except that by bankruptcy, insolvency, moratorium and similar laws affecting the availability enforcement of equitable creditors’ rights and remedies (including specific performance) is within the discretion of the appropriate courtgenerally.

Authority; No Violation. (a) Acquiror and Acquiror Sub have MCC has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Merger DocumentsMCC Stockholder Approval, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by MCC Board. MCC Board has approved and declared advisable the unanimous Merger and this Agreement and determined that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of MCC and its stockholders, has approved the MCC Matters and has directed that the MCC Matters be submitted to MCC’s stockholders for approval and adoption at a duly held meeting of such stockholders, together with the recommendation of MCC Board that the stockholders approve and adopt MCC Matters (the “MCC Board Recommendation”) and has adopted a resolution to the foregoing effect and to include such recommendation in the Joint Proxy Statement/Prospectus. Except for the approval and adoption of MCC Matters by the affirmative vote of the Board holders of Directors of Acquiror and by the written consent a majority of the Board outstanding shares of Directors of Acquiror Sub and by Acquiror as MCC Common Stock (the sole stockholder of Acquiror Sub“MCC Stockholder Approval”) at the MCC Stockholder Meeting, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub MCC are necessary to consummate approve the transactions so contemplated. Subject to receipt of the regulatory and other approvals described in this AgreementMerger, this Agreement and or the Merger Documents have been, or will be, transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Acquiror MCC and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by SIC) constitutes the valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableMCC, enforceable against Acquiror and Acquiror Sub, as applicable, MCC in accordance with and subject to their its terms, except as may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or other similar laws of general applicability relating to or affecting creditors’ the rights generally, of creditors generally and except that subject to general principles of equity (the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Bankruptcy and Equity Exception”).

Authority; No Violation. (a) Acquiror and Acquiror Sub have The Company has full corporate power and corporate authority to execute and deliver this Agreement and and, subject to receipt of the Merger DocumentsCompany Required Vote (as hereinafter defined), as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofby this Agreement. The board of directors of the Company (the “Company Board”) at a duly held meeting has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company and its shareholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved the execution and delivery of this Agreement, and (iv) subject to Section 7.7, recommended that the shareholders of the Company approve this Agreement and the transactions contemplated hereby, including the Merger Documents (the “Company Recommendation”), and directed that such matter be submitted for consideration by the consummation Company’s holders of Company Common Stock and Series B Preferred at the Company Shareholder Meeting. None of the transactions contemplated hereby and thereby have been duly and validly approved aforesaid actions by the unanimous 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 Board of Directors of Acquiror and by the written consent a majority of the Board outstanding shares of Directors the Company Common Stock and two-thirds of Acquiror Sub and by Acquiror as the sole stockholder outstanding shares of Acquiror Subthe Series B Preferred entitled to vote (the “Company Required Vote”), as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub the Company are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror the Company and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Parent and Merger Sub) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicablethe Company, enforceable against Acquiror and Acquiror Sub, as applicable, the Company in accordance with and subject to their its terms, except as enforcement may be limited by applicable general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ rights generally, and except that remedies generally (the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Bankruptcy and Equity Exceptions”).

Authority; No Violation. (a) Acquiror and Acquiror Sub have Parent has full corporate power and authority to execute and deliver this Agreement and, subject to the Parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and the Bank Merger Documentsand (ii) the other approvals listed in Section 4.4 of this Agreement, as applicable, and to consummate the transactions contemplated hereby and thereby the Parent’s Bank Subsidiary has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to (x) the Parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and the Bank Merger and (ii) the other approvals listed in Section 4.4 of this Agreement, to consummate the transactions contemplated by the Bank Merger Agreement in accordance with the terms hereof thereof. On or prior to the date of this Agreement, Parent’s Board of Directors has (i) determined that this Agreement and thereofthe Merger are fair to and in the best interests of Parent and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable and (ii) approved this Agreement, the Merger and the other 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 Parent. The execution and delivery of the Bank Merger Documents Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Sub, as applicableParent’s Bank. No other corporate proceedings on the part of Acquiror Parent or Acquiror Sub the Parent’s Bank are necessary to approve this Agreement and to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Parent and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by the Company) this Agreement constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableParent, enforceable against Acquiror and Acquiror Sub, as applicable, Parent in accordance with and subject to their its terms, except as enforcement may be limited by applicable general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws Laws affecting creditors’ rights and remedies generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court.

Authority; No Violation. (a) Acquiror TMM, TMMH, MM and Acquiror Sub have GTFM each has full corporate power and authority to execute and deliver this Agreement and the Merger DocumentsAncillary Agreements to which it is a party, as applicable, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofthereby. The execution and delivery of this Agreement and the Merger Documents Ancillary Agreements to which any of TMM, TMMH, MM or GTFM is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved authorized by the unanimous vote of the Board of Directors of Acquiror all requisite action on their respective parts, and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Sub, as applicable. No no other corporate proceedings action on the part of Acquiror TMM, TMMH, MM or Acquiror Sub are GTFM, as the case may be, is necessary to approve this Agreement or the Ancillary Agreements to which it is a party or to authorize or consummate the transactions so contemplatedcontemplated hereby or thereby, other than approvals from the shareholders of TMM, TMMH and MM, to be obtained as provided in Section 5.5. Subject TMM has received the opinion of JX Xxxxxx Securities, Inc. to receipt the effect that the consideration to be received in the Acquisition is fair from a financial point of the regulatory and other approvals described in this Agreement, this view to TMM. This Agreement and the Merger Documents Ancillary Agreements to which it is a party have been, or will be, been duly and validly executed and delivered by Acquiror TMM, TMMH, MM and Acquiror SubGTFM (except for those Ancillary Agreements that are not dated the date hereof, as applicablewhich Ancillary Agreements shall be duly and validly executed and delivered prior to the Closing) and (assuming the due authorization, and constitute, or will constitute upon execution and delivery thereof, of this Agreement and the Ancillary Agreements by the other Parties hereto and thereto) constitute valid and binding obligations of Acquiror TMM, TMMH, MM and Acquiror SubGTFM (except for those Ancillary Agreements that are not dated the date hereof or, by their terms are not effective at the date hereof, which Ancillary Agreements shall constitute valid and binding obligations of TMM, TMMH, MM and GTFM at the Closing or the effective date thereof, as applicablethe case may be), enforceable against Acquiror TMM, TMMH, MM and Acquiror Sub, as applicable, GTFM in accordance with and subject to their terms, except as (i) the enforceability thereof may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies relief (including specific performancewhether in proceedings at law or in equity), and (ii) is within rights to indemnification may be limited by the discretion of Securities Laws and the appropriate courtpolicies underlying such laws.

Authority; No Violation. (a) Acquiror Each of M&T and Acquiror Merger Sub have has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofthereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly adopted and approved by the unanimous vote of the Board of Directors of Acquiror M&T and by the written consent of the Merger Sub. The Board of Directors of Acquiror M&T has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of M&T and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to M&T’s shareholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Sub has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Merger Sub and by Acquiror as its sole shareholder and has adopted a resolution to the sole stockholder of Acquiror Subforegoing effect. M&T, as applicableMerger Sub’s sole shareholder, has approved this Agreement and the transactions contemplated hereby at a duly held meeting or by unanimous written consent. No Except for the approval of the issuance of M&T Common Stock pursuant to this Agreement by the affirmative vote of holders of a majority of the outstanding M&T Common Stock present in person or represented by proxy at the M&T Shareholders Meeting (the “M&T Shareholder Approval”), no other corporate proceedings on the part of Acquiror M&T or Acquiror Merger Sub are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror each of M&T and Acquiror SubMerger Sub and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Xxxxxx) constitutes the valid and binding obligations obligation of Acquiror each of M&T and Acquiror Merger Sub, as applicable, enforceable against Acquiror M&T and Acquiror Sub, as applicable, Merger Sub in accordance with and its terms (subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, the Bankruptcy and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate courtEquity Exception).

Authority; No Violation. (a) Subject to the approval of this Agreement and the Merger Documents, as applicable, and the transactions contemplated hereby and thereby by the stockholders of Acquiror and Acquiror Sub, Acquiror and Acquiror Sub have full all requisite corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board board of Directors directors of Acquiror and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Sub, as applicable. No Except for the approval of Acquiror’s stockholders of this Agreement and the Parent Merger Document and the transactions contemplated hereby and thereby, no other corporate proceedings on the part of Acquiror or Acquiror Sub are necessary to consummate the transactions so contemplated. Subject to receipt of the regulatory and other approvals described in this Agreement, this Agreement and the Merger Documents have been, or will be, duly and validly executed and delivered by Acquiror and Acquiror Sub, as applicable, and constitute, or will constitute upon execution and delivery thereof, valid and binding obligations of Acquiror and Acquiror Sub, as applicable, enforceable against Acquiror and Acquiror Sub, as applicable, in accordance with and subject to their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including including, without limitation, specific performanceperformance and injunctive relief) is within the discretion of the appropriate courtcourt before which any proceeding may be brought.

Authority; No Violation. (a) Acquiror and Acquiror Sub have The Company has full corporate power and corporate authority to execute and deliver this Agreement and and, subject to receipt of the Merger DocumentsCompany Required Vote (as hereinafter defined), as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofthereby. The Board of Directors of the Company (the “Company Board”) at a duly held meeting has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company and its shareholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved the execution and delivery of this Agreement, and (iv) subject to Section 7.7, recommended that the shareholders of the Company approve this Agreement and the transactions contemplated hereby, including the Merger Documents (the “Company Recommendation”), and directed that such matter be submitted for consideration by the consummation Company’s shareholders at the Company Shareholder Meeting. None of the transactions contemplated hereby and thereby have been duly and validly approved aforesaid actions by the unanimous 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 Board of Directors of Acquiror and by the written consent two-thirds of the Board outstanding shares of Directors of Acquiror Sub and by Acquiror as Company Common Stock entitled to vote (the sole stockholder of Acquiror Sub“Company Required Vote”), as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub the Company are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror the Company and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Parent and Merger Sub) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicablethe Company, enforceable against Acquiror and Acquiror Sub, as applicable, the Company in accordance with and subject to their its terms, except as enforcement may be limited by applicable general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ rights generally, and except that remedies generally (the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Bankruptcy and Equity Exceptions”).

Authority; No Violation. (a) Acquiror Subject to the approval of this Agreement and Acquiror Sub have the transactions contemplated hereby by the shareholders of Oritani, and subject to the parties obtaining all necessary regulatory approvals, Oritani has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and the Bank 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. On or prior to the date of this Agreement, Oritani’s Board of Directors, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, (i) determined that this Agreement and the Merger are in the best interests of Oritani and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby and (iii) resolved to recommend that the shareholders of Oritani approve this Agreement at the Oritani Shareholders Meeting (the “Oritani Recommendation”). The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote Board of Directors of Oritani. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of Acquiror the Bank and by the written consent Oritani in its capacity as sole shareholder of the Board of Directors of Acquiror Sub and by Acquiror as Bank. Except for the sole stockholder of Acquiror Subapprovals described in paragraph (b) below, as applicable. No no other corporate proceedings on the part of Acquiror Oritani or Acquiror Sub the Bank are necessary to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Oritani and, assuming due and Acquiror Sub, as applicable, and constitute, or will constitute upon valid execution and delivery thereofof this Agreement by Valley, constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableOritani, enforceable against Acquiror and Acquiror Sub, as applicable, Oritani in accordance with and its terms, subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ rights generallyand remedies generally and subject, and except that the availability as to enforceability, to general principles of equitable remedies (including specific performance) is within the discretion equity, whether applied in a court of the appropriate courtlaw or a court of equity.

Authority; No Violation. (a) Acquiror and Acquiror Sub have CBTX has full corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Requisite CBTX Vote and the adoption and approval of the Bank Merger DocumentsAgreement by CBTX as CBTX Subsidiary Bank’s sole shareholder, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Merger have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the CBTX. The Board of Directors of Acquiror Sub CBTX has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of CBTX and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to CBTX’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval of this Agreement and the transactions contemplated hereby by Acquiror the affirmative vote of two-thirds of the outstanding shares of CBTX Common Stock entitled to vote on this Agreement, and (ii) the approval of the CBTX Certificate Amendment by the affirmative vote of two-thirds of the outstanding shares of CBTX Common Stock entitled to vote thereon (the “Requisite CBTX Vote”), and subject to the adoption and approval of the Bank Merger Agreement by CBTX as the CBTX Subsidiary Bank’s sole stockholder of Acquiror Subshareholder, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub CBTX are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror CBTX and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Allegiance) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableCBTX, enforceable against Acquiror and Acquiror Sub, as applicable, CBTX in accordance with and subject to their terms, its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws of general applicability affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies (including specific performance) is within the discretion “Enforceability Exceptions”)). The shares of CBTX Common Stock to be issued in the Merger have been validly authorized (subject to the receipt of the appropriate courtRequisite CBTX Vote), and when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of CBTX will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Acquiror Purchaser and Acquiror Sub FCB have full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Merger Documentsrequired regulatory approvals set forth in Section 2.5, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance to comply with the terms hereof and thereofprovisions hereof. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board Boards of Directors of Acquiror Purchaser and by the written consent of the Board of Directors of Acquiror Sub FCB and by Acquiror as the sole stockholder of Acquiror Sub, as applicable. No no other corporate proceedings on the part of Acquiror Purchaser or Acquiror Sub FCB are necessary to approve this Agreement or to consummate the transactions so contemplatedMerger or the Bank Merger. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Purchaser and Acquiror SubFCB and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Company and Great American of this Agreement) is a valid and binding obligations obligation of Acquiror Purchaser and Acquiror Sub, as applicableFCB, enforceable against Acquiror each of Purchaser and Acquiror Sub, as applicable, FCB in accordance with and subject to their its terms, except as enforcement may be limited by applicable (i) receivership, conservatorship or supervisory powers of bank regulatory agencies, (ii) general principles of equity and (iii) bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ ' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by Purchaser and FCB, nor the consummation by Purchaser and except that the availability of equitable remedies (including specific performance) is within the discretion FCB of the appropriate court.transactions contemplated hereby, nor compliance by Purchaser or FCB with any of the terms or provisions hereof, will (either with or without the giving of notice or the passing of time or both) (i) violate any provision of the Articles of Incorporation or Bylaws of Purchaser or the organizational documents of any Purchaser Subsidiary or (ii) subject to the receipt of the required regulatory approvals set forth in Section 2.5, (A) violate in any material respect any Law applicable to Purchaser or any Purchaser Subsidiary, or any of their respective properties or assets, or (B) violate or conflict in any material respect with, result in a material breach of any provision of or the loss of any material benefit under, constitute a material 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 any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser or any Purchaser Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, (C) violate or conflict with any of the terms, conditions or provisions of any order, judgment or decree to which Purchaser or any Purchaser Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, or (D) result in the creation of any Lien upon any of the respective properties or assets of Purchaser or any Purchaser Subsidiary. 12

Authority; No Violation. (a) Acquiror Subject to the approval of this Agreement and Acquiror Sub have the transactions contemplated hereby by the shareholders of Valley, and subject to the parties obtaining all necessary regulatory approvals, Valley has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby 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. On or prior to the date of this Agreement, Valley’s Board of Directors, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, (i) declared the Merger and the other transactions contemplated hereby to be advisable, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby and (iii) resolved to recommend that the shareholders of Valley approve the issuance of Valley Common Stock in connection with the Merger at the Valley Shareholders Meeting. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote Board of Directors of Valley. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of Acquiror and by VNB. Except for the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Subapprovals described in paragraph (b) below, as applicable. No no other corporate proceedings on the part of Acquiror Valley or Acquiror Sub VNB are necessary to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Valley and, assuming due and Acquiror Sub, as applicable, and constitute, or will constitute upon valid execution and delivery thereofof this Agreement by Oritani, constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableValley, enforceable against Acquiror and Acquiror Sub, as applicable, Valley in accordance with and its terms, subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ rights generallyand remedies generally and subject, and except that the availability as to enforceability, to general principles of equitable remedies (including specific performance) is within the discretion equity, whether applied in a court of the appropriate courtlaw or a court of equity.

Authority; No Violation. (a) Acquiror and Acquiror Sub have ASB Bancorp has full corporate power and authority to execute and deliver this Agreement and and, upon the Merger Documentsreceipt of requisite approval by the shareholders of ASB Bancorp of this Agreement, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote Board of Directors of ASB Bancorp and the Board of Directors of Acquiror ASB Bank. The Board of Directors of ASB Bancorp has directed that this Agreement and by the written consent transactions contemplated hereby be submitted to ASB Bancorp's shareholders for approval at a meeting of such shareholders. ASB Bancorp has approved this Agreement and the transactions contemplated hereby, and the Board of Directors of Acquiror Sub ASB Bancorp has directed officers of ASB Bancorp to so approve this Agreement and by Acquiror the transactions contemplated herein in its capacity as the sole stockholder shareholder of Acquiror SubASB Bank. Except for the adoption of this Agreement by the requisite vote of ASB Bancorp's shareholders, as applicable. No no other corporate proceedings on the part of Acquiror ASB Bancorp or Acquiror Sub its Subsidiaries are necessary to approve this Agreement and to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror and Acquiror Sub, as applicableASB Bancorp, and constitute, or will constitute upon execution and delivery thereof, this Agreement constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableASB Bancorp, enforceable against Acquiror and Acquiror Sub, as applicable, ASB Bancorp in accordance with and subject to their its terms, except as enforcement may be limited by applicable general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ ' rights and remedies generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court.

Authority; No Violation. (a) Acquiror and Acquiror Sub have MCC has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Merger DocumentsMCC Stockholder Approval, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by MCC Board. The MCC Board has approved and declared advisable the unanimous Merger and this Agreement and determined that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of MCC and its stockholders, has approved the MCC Matters and has directed that the MCC Matters be submitted to MCC’s stockholders for approval and adoption at a duly held meeting of such stockholders, together with the recommendation of MCC Board that the stockholders approve and adopt MCC Matters (the “MCC Board Recommendation”) and has adopted a resolution to the foregoing effect and to include such recommendation in the Joint Proxy Statement/Prospectus. Except for the approval and adoption of MCC Matters by the affirmative vote of the Board holders of Directors of Acquiror and by the written consent a majority of the Board outstanding shares of Directors of Acquiror Sub and by Acquiror as MCC Common Stock (the sole stockholder of Acquiror Sub“MCC Stockholder Approval”) at the MCC Stockholder Meeting, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub MCC are necessary to consummate approve the transactions so contemplated. Subject to receipt of the regulatory and other approvals described in this AgreementMerger, this Agreement and or the Merger Documents have been, or will be, transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Acquiror MCC and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by SIC) constitutes the valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableMCC, enforceable against Acquiror and Acquiror Sub, as applicable, MCC in accordance with and subject to their its terms, except as may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or other similar laws of general applicability relating to or affecting creditors’ the rights generally, of creditors generally and except that subject to general principles of equity (the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Bankruptcy and Equity Exception”).

Authority; No Violation. (a) Acquiror and Acquiror Sub have MDLY has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Merger DocumentsMDLY Stockholder Approval, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by MDLY Board. MDLY Board, acting upon the unanimous recommendation of the MDLY Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, MDLY and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to the stockholders of MDLY for its adoption, (iv)recommended that the stockholders of MDLY approve the adoption of this Agreement, and (v) resolved to include such recommendation in the Joint Proxy Statement/Prospectus (the “MDLY Board Recommendation”). Except for the approval and adoption of MDLY Matters by the affirmative vote of the Board holders of Directors of Acquiror and by the written consent a majority of the Board voting power of Directors the outstanding shares of Acquiror Sub and by Acquiror as MDLY Common Stock entitled to vote at such meeting (the sole stockholder of Acquiror Sub“MDLY Stockholder Approval”), as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub MDLY are necessary to consummate approve the transactions so contemplated. Subject to receipt of the regulatory and other approvals described in this AgreementMerger, this Agreement and or the Merger Documents have been, or will be, transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Acquiror MDLY and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by SIC) constitutes the valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableMDLY, enforceable against Acquiror and Acquiror Sub, as applicable, MDLY in accordance with and subject to their its terms, except as may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or other similar laws of general applicability relating to or affecting creditors’ the rights generally, of creditors generally and except that subject to general principles of equity (the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Bankruptcy and Equity Exception”).

Authority; No Violation. (a) Acquiror and Acquiror Sub have CIT has full corporate power and authority to execute and deliver this Agreement Agreement, and the CIT Subsidiary Bank has full corporate power and authority to execute and deliver the Bank Merger DocumentsAgreement, as applicable, and in each case to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofthereby. The execution and delivery of this Agreement and by CIT, the Merger Documents performance by CIT of its obligations hereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous Board of Directors of CIT. The Board of Directors of CIT has determined that the consummation of the transactions contemplated hereby, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of CIT and its stockholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger and the Second Step Merger), and has directed that this Agreement be submitted to CIT’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of a majority of the outstanding shares of CIT Common Stock entitled to vote on this Agreement (the “Requisite CIT Vote”) and the approval of this Agreement and the Bank Merger Agreement by the Board of Directors of Acquiror CIT Subsidiary Bank and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror CIT as the CIT Subsidiary Bank’s sole stockholder of Acquiror Substockholder, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub CIT are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror CIT and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by the BancShares Parties) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableCIT, enforceable against Acquiror and Acquiror Sub, as applicable, CIT in accordance with and subject to their terms, its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws of general applicability affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies (including specific performancethe “Enforceability Exceptions”)). The Bank Merger Agreement will be duly and validly executed and delivered by CIT Subsidiary Bank and (assuming due authorization, execution and delivery by FCB) is within will constitute a valid and binding obligation of CIT Subsidiary Bank, enforceable against CIT Subsidiary Bank in accordance with its terms (except in all cases as such enforceability may be limited by the discretion of the appropriate courtEnforceability Exceptions).

Authority; No Violation. (a) Acquiror Each of SIC and Acquiror Merger Sub have has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Merger DocumentsSIC Stockholder Approval, as applicable, and to consummate the transactions contemplated hereby; provided, that in the case of Merger Sub, this Agreement and the consummation of the transactions contemplated hereby is subject to the approval and thereby adoption of this Agreement by the sole stockholder of Merger Sub (which will occur via written consent in accordance with lieu of a meeting promptly following the terms hereof execution and thereofdelivery of this Agreement). The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the unanimous SIC Board, acting upon recommendation of the SIC Special Committee, and the Merger Sub Board. The Merger Sub Board has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Merger Sub and its sole stockholder, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to the sole stockholder of Merger Sub for its adoption, and (iv) recommended that the sole stockholder of Merger Sub approve the adoption of this Agreement. The SIC Board, acting upon the recommendation of the SIC Special Committee, has unanimously determined that the Merger, this Agreement, the issuance of the Merger Shares and the other transactions contemplated by this Agreement are advisable and in the best interests of SIC and its stockholders, has approved the SIC Matters and has directed that the SIC Matters be submitted to the SIC’s stockholders for approval and adoption at a duly held meeting of such stockholders, together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “SIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for the approval and adoption of the SIC Matters by the affirmative vote of the Board holders of Directors of Acquiror and by the written consent a majority of the Board outstanding shares of Directors of Acquiror Sub SIC Common Stock (the “SIC Stockholder Approval”) at the SIC Stockholder Meeting and the approval by Acquiror SIC, in its capacity as the sole stockholder of Acquiror SubMerger Sub (which will occur via written consent in lieu of a meeting promptly following the execution and delivery of this Agreement), as applicable. No no other corporate proceedings on the part of Acquiror SIC or Acquiror Merger Sub are necessary to consummate approve the transactions so contemplated. Subject to receipt of the regulatory and other approvals described in Merger, this Agreement, this Agreement and the issuance of the Merger Documents have been, Shares or will be, the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Acquiror SIC and Acquiror Merger Sub (assuming due authorization, execution and delivery by MDLY) constitutes the valid and binding obligation of each of SIC and Merger Sub, enforceable against SIC and Merger Sub, as applicable, and constitute, or will constitute upon execution and delivery thereof, valid and binding obligations of Acquiror and Acquiror Sub, as applicable, enforceable against Acquiror and Acquiror Sub, as applicablethe case may be, in accordance with and its terms (subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, the Bankruptcy and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate courtEquity Exception).

Authority; No Violation. (a) Acquiror Each of FTC and Acquiror Sub have FBT has full corporate power and authority to execute and deliver this Agreement and, subject in the case of (i) the consummation of the Share Exchange and Corporate Merger to the receipt of the Requisite FTC Approval and (ii) the adoption and approval of the Bank Merger Documentspursuant to this Agreement by FTC as the sole shareholder of FBT (which FTC shall effect promptly after the date hereof), as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved in a unanimous vote by the unanimous vote board of directors of FTC and FBT. The board of directors of FTC determined that the Share Exchange and Corporate Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of FTC and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to FTC’s shareholders for approval and, except for the Requisite FTC Approval and the adoption and approval of the Board of Directors of Acquiror and Bank Merger by the written consent of the Board of Directors of Acquiror Sub and by Acquiror FTC as the sole stockholder shareholder of Acquiror SubFBT, as applicable. No no other corporate proceedings on the part of Acquiror FTC or Acquiror Sub FBT are necessary to approve this {JX489484.11} PD.35183901.7 Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror FTC and Acquiror SubFBT and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by BancPlus and BankPlus) constitutes a valid and binding obligations obligation of Acquiror each of FTC and Acquiror Sub, as applicableFBT, enforceable against Acquiror and Acquiror Sub, as applicable, it in accordance with and subject to their terms, its terms (except as may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate courtremedies).

Authority; No Violation. (a) Acquiror Each of KCS, KARA Sub, KCS Sub, KCS Investment and Acquiror Sub have Caymex has full corporate power and authority to execute and deliver this Agreement and the Merger DocumentsAncillary Agreements to which it is a party, as applicable, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofthereby. The execution and delivery of this Agreement and the Merger Documents Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved authorized by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Sub, as applicable. No other all requisite corporate proceedings action on the part of Acquiror or Acquiror Sub are KCS, KARA Sub, KCS Sub, KCS Investment and Caymex and no other corporate action on any of their parts is necessary to approve this Agreement or the Ancillary Agreements to which it is a party or authorize or consummate the transactions so contemplated. Subject to receipt of contemplated hereby and thereby, except for obtaining the regulatory and other approvals KCS Stockholder Approval as described in this AgreementSection 6.3. KCS or its Affiliates have taken all actions required to be taken on their part to approve the execution, delivery and performance by GTFM of this Agreement and any Ancillary Agreements to which GTFM is a Party. KCS has received the Merger Documents opinion of Mxxxxx Sxxxxxx & Co., Incorporated, to the effect that the Acquisition is fair from a financial point of view to KCS. This Agreement and the Ancillary Agreements to which it is a party have been, or will be, been duly and validly executed and delivered by Acquiror and Acquiror KCS, KARA Sub, as applicableKCS Sub, KCS Investment and constituteCaymex (except for those Ancillary Agreements that are not dated the date hereof, or will constitute upon which Ancillary Agreements shall be duly and validly executed and delivered prior to the Closing) and (assuming the due authorization, execution and delivery thereof, of this Agreement and the Ancillary Agreements by the other Parties hereto and thereto) constitute valid and binding obligations of Acquiror and Acquiror KCS, KARA Sub, as applicableKCS Sub, KCS Investment and Caymex (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall constitute valid and binding obligations of KCS, KARA Sub, KCS Sub, KCS Investment and Caymex at the Closing), enforceable against Acquiror and Acquiror Sub, as applicable, each of them in accordance with and subject to their terms, except as (i) the enforceability thereof may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies relief (including specific performancewhether in proceedings at law or in equity), and (ii) is within rights to indemnification may be limited by the discretion of Securities Laws and the appropriate courtpolicies underlying such laws.

Authority; No Violation. (a) Acquiror and Acquiror Sub have BB&T has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Merger have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the BB&T. The Board of Directors of Acquiror Sub BB&T has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of BB&T and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to BB&T’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by Acquiror the affirmative vote of a majority of all the votes entitled to be cast on this Agreement by the holders of BB&T Common Stock (the “Requisite BB&T Vote”), and subject to the adoption and approval of the Bank Merger Agreement by BB&T as the BB&T Subsidiary Bank’s sole stockholder of Acquiror Subshareholder, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub BB&T are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror BB&T and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by SunTrust) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableBB&T, enforceable against Acquiror and Acquiror Sub, as applicable, BB&T in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of BB&T Common Stock and New BB&T Preferred Stock to be issued in the Merger have been validly authorized (subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generallythe receipt of the Requisite BB&T Vote), and except that the availability when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of equitable remedies (including specific performance) is within the discretion of the appropriate courtBB&T will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Acquiror Each of Purchaser and Acquiror Merger Sub have has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously adopted and approved by the unanimous vote of the Board of Directors of Acquiror Purchaser and by the written consent of Merger Sub, and the Board of Directors of Acquiror Sub Purchaser has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Purchaser and its shareholders, and has directed that this Agreement and the transactions contemplated hereby be submitted to Purchaser’s shareholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the transactions contemplated hereby (including the issuance of Purchaser Common Stock in connection with the Merger) by Acquiror as the sole stockholder affirmative vote of Acquiror Suba majority of all the votes cast on the issuance proposal, as applicable. No provided that a majority of the outstanding shares of Purchaser Common Stock on the record date are cast on the issuance proposal (the “Purchaser Shareholder Approval”), no other corporate proceedings on the part of Acquiror or Acquiror Sub Purchaser are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject Neither Purchaser nor any of its Significant Subsidiaries has been charged as an entity with a federal crime relating to receipt financial services by way of the regulatory and other approvals described in this Agreementan indictment, this filing of an information or a criminal complaint. This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror each of Purchaser and Acquiror SubMerger Sub and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Company) constitutes the valid and binding obligations obligation of Acquiror each of Purchaser and Acquiror Merger Sub, as applicable, enforceable against Acquiror each of Purchaser and Acquiror Sub, as applicable, Merger Sub in accordance with and its terms (subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, the Bankruptcy and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate courtEquity Exception).

Authority; No Violation. (a) Acquiror and Acquiror Sub have Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of Company and to the Merger Documentsreceipt of the Consents of the Regulatory Authorities, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The Board of Directors of Company has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement Agreement, has directed that this Agreement, the Certificate of Merger and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved be submitted to Company’s shareholders for approval at a meeting of such shareholders and, except for the approval of such Agreement by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Subits shareholders, as applicable. No no other corporate proceedings proceeding on the part of Acquiror Company, or Acquiror Sub are any of its Subsidiaries, is necessary to consummate the transactions so contemplated. Subject to receipt of the regulatory and other approvals described in this This Agreement, this Agreement and the Merger Documents have been, or will be, when duly and validly executed by Company and delivered by Acquiror Company (and Acquiror Subassuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereofby Parent and Merger Sub), will constitute a valid and binding obligations obligation of Acquiror Company and Acquiror Sub, as applicable, will be enforceable against Acquiror and Acquiror Sub, as applicable, Company in accordance with and subject to their its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, generally and except that the availability of the equitable remedies (including remedy of specific performance) performance or injunctive relief is within subject to the discretion of the appropriate courtcourt before which any proceeding may be brought. The Board of Directors of Company, by resolutions duly adopted by unanimous vote of the Board of Directors of Company (the “Company Board Approval”), has (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Company and its shareholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, and (iii) recommended that the shareholders of Company approve this Agreement and directed that such matter be submitted for consideration by Company shareholders at the Company Shareholders’ Meeting.

Authority; No Violation. (a) Acquiror and Acquiror Sub have full CCT has all requisite corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofTransactions. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent CCT, including all of the Independent Directors of CCT. The Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror SubCCT, as applicable. No other corporate proceedings on the part of Acquiror or Acquiror Sub are necessary to consummate the transactions so contemplated. Subject to receipt including all of the regulatory and Independent Directors of CCT, has unanimously (other approvals described in this Agreementthan Txxx Xxxxxxxx, who recused himself) determined that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of CCT, determined that the interests of CCT’s existing stockholders will not be diluted as a result of the Transactions, has approved the CCT Matters and has directed that the CCT Matters be submitted to CCT’s stockholders for approval at a duly held meeting of such stockholders (the “CCT Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt of the affirmative vote of a majority of the votes entitled to be cast on the matter by the holders of outstanding shares of CCT Common Stock to approve the CCT Matters at a duly held meeting of such stockholders (the “CCT Requisite Vote”), the Merger Documents and the other Transactions have been, or will be, been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by Acquiror CCT and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by FSIC and Merger Sub) constitutes the valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableCCT, enforceable against Acquiror and Acquiror Sub, as applicable, CCT in accordance with and subject to their terms, its terms (except as may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or other similar laws Laws of general applicability relating to or affecting creditors’ the rights generally, of creditors generally and except that subject to general principles of equity (the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) Acquiror and Acquiror Sub have TCF has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and the Merger Documentsother actions described below, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby Merger and thereby the Bank Merger have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the TCF. The Board of Directors of Acquiror Sub TCF has determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of TCF and its stockholders, has declared it advisable and has directed that this Agreement and the transactions contemplated hereby be submitted to TCF’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by Acquiror the affirmative vote of the holders of a majority of the outstanding shares of TCF Common Stock (the “Requisite TCF Vote”), and the adoption and approval of the Bank Merger Agreement by TCF as the TCF Bank’s sole stockholder of Acquiror Subshareholder, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub TCF are necessary to approve this Agreement or to consummate the transactions so contemplated. Subject contemplated hereby (other than the submission to receipt the stockholders of TCF of an advisory (non-binding) vote on the regulatory and other approvals described in compensation that may be paid or become payable to TCF’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement, this ). This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror TCF and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Chemical) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableTCF, enforceable against Acquiror and Acquiror Sub, as applicable, TCF in accordance with and subject to their terms, its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws affecting creditors’ the rights generally, of creditors generally and except that the availability of equitable remedies (including specific performance) is within the discretion “Enforceability Exceptions”)). No appraisal rights are or will be available to any holder of TCF Capital Stock under the appropriate courtDGCL in connection with the Merger.

Authority; No Violation. (ai) Acquiror and Acquiror Sub have Peoples has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and the Merger Documentsother actions described below, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby Parent Merger and thereby the Subsidiary Mergers have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Peoples. The Board of Directors Peoples has determined that the Parent Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Acquiror Sub Peoples and its shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement, and the transactions contemplated herein, including but not limited to the authorization of such additional Peoples Common Shares as are necessary to consummate the transactions contemplated hereby, by Acquiror as the sole stockholder affirmative vote of Acquiror Subthe holders of a majority of the outstanding shares of Peoples Common Shares (the “Requisite Peoples Vote”), and the adoption and approval of the Bank Merger Agreements by Peoples, as applicable. No Peoples Bank sole shareholder, no other corporate proceedings on the part of Acquiror or Acquiror Sub Peoples are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Peoples and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Peoples) constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicablePeoples, enforceable against Acquiror and Acquiror Sub, as applicable, Peoples in accordance with and subject to their terms, its terms (except in all cases as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization). The Peoples Common Shares to be issued in the Merger have been validly authorized and, moratorium or other similar laws affecting creditors’ rights generallywhen issued, will be validly issued, fully paid and nonassessable, and except that the availability no current or past shareholder of equitable remedies (including specific performance) is within the discretion of the appropriate courtPeoples will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Acquiror and Acquiror Sub have Except as provided in this Section 3.03, Tower has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby hereby. Except as provided in this Section 3.03, Greencastle has full corporate power and thereby in accordance with authority to execute and deliver the terms hereof Bank Plan of Merger and thereofto consummate the Bank Merger. The execution and delivery of this Agreement by Tower and the Merger Documents and the consummation completion by Tower of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote board of directors of Tower and, except for approval and adoption of the Board shareholders of Directors of Acquiror and Tower as required by the written consent BCL, Tower’s articles of incorporation and bylaws, and the approval, adoption, and amendment of the Board articles of Directors incorporation of Acquiror Sub Tower to increase the number of authorized shares of Tower Common Stock in an amount sufficient to issue shares of Tower Common Stock pursuant to Section 1.02(c) and by Acquiror (d) hereof, except as the sole stockholder of Acquiror Subotherwise provided in this Agreement, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub Tower are necessary to consummate complete the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Tower and, subject to approval and Acquiror Subadoption by the shareholders of Tower, as applicablethe receipt of the required approvals of Regulatory Authorities described in Section 3.04 hereof, and constitutethe requisite actions of the shareholders of Tower in furtherance of this Agreement, or will constitute upon execution and delivery thereof, constitutes the valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableTower, enforceable against Acquiror and Acquiror Sub, as applicable, Tower in accordance with and its terms, subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ rights generallygenerally and subject, as to enforceability, to general principles of equity. The Bank Plan of Merger, upon its execution and except that delivery by Greencastle concurrently with the availability execution and delivery of equitable remedies (including specific performance) is within this Agreement, will constitute the discretion valid and binding obligation of Greencastle, enforceable against Greencastle in accordance with its terms, subject to applicable conservatorship and receivership provisions of the appropriate courtFDIA, or insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Authority; No Violation. (a) Acquiror Each of Parent and Acquiror Merger Sub have full has all requisite corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Parent Required Vote and the Merger Documentsaccuracy of the representations and warranties of the Company set forth in this Agreement, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The Board of Directors of Parent (the “Parent Board”) at a duly held meeting has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, are in the best interests of the Parent and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, (iii) approved the execution and delivery of this Agreement Agreement, and (iv) resolved to recommend that the Merger Documents stockholders of Parent approve the Parent Stock Issuance (the recommendation contemplated by this clause (iv) being referred to as the “Parent Recommendation”), and directed that such matter be submitted for consideration by Parent’s stockholders at the consummation Parent Stockholder Meeting. None of the transactions contemplated hereby and thereby have been duly and validly approved aforesaid actions by the unanimous Parent Board has been amended, rescinded or modified as of the date of this Agreement. Except for the approval of the Parent Stock Issuance by the affirmative vote of the Board of Directors of Acquiror and by the written consent a majority of the Board outstanding shares of Directors Parent Stock entitled to vote (the “Parent Required Vote”) and Parent’s voting of Acquiror the outstanding capital stock of Merger Sub and as required by Acquiror as the sole stockholder of Acquiror SubSection 7.14, as applicable. No no other corporate proceedings on the part of Acquiror Parent or Acquiror Merger Sub are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Parent and Acquiror SubMerger Sub and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by the Company) constitutes a valid and binding obligations obligation of Acquiror Parent and Acquiror Merger Sub, as applicable, enforceable against Acquiror Parent and Acquiror Sub, as applicable, Merger Sub in accordance with and subject to their its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, the Bankruptcy and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate courtEquity Exceptions.

Authority; No Violation. (a) Acquiror Subject to the approval of this Agreement and Acquiror Sub have the transactions contemplated hereby by the shareholders of State Bancorp, and subject to the parties obtaining all necessary regulatory approvals, State Bancorp has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and SBLI 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. On or prior to the date of this Agreement, State Bancorp’s Board of Directors, (i) determined that this Agreement and the Merger are fair to and in the best interests of State Bancorp and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby and (iii) resolved to recommend that the shareholders of State Bancorp approve this Agreement at the State Bancorp Shareholders Meeting (the “State Bancorp Recommendation”). The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote Board of Directors of State Bancorp. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of Acquiror and by SBLI. Except for the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Subapprovals described in paragraph (b) below, as applicable. No no other corporate proceedings on the part of Acquiror State Bancorp or Acquiror Sub SBLI are necessary to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror and Acquiror Sub, as applicableState Bancorp, and constitute, or will constitute upon execution and delivery thereof, constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableState Bancorp, enforceable against Acquiror and Acquiror Sub, as applicable, State Bancorp in accordance with and its terms, subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting creditors’ rights generallyand remedies generally and subject, and except that the availability as to enforceability, to general principles of equitable remedies (including specific performance) is within the discretion equity, whether applied in a court of the appropriate courtlaw or a court of equity.

Authority; No Violation. (a) Acquiror and Acquiror Sub have full corporate Seller has the requisite power and authority and is competent, to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby hereby, including the Stock Purchase, have been duly and validly approved authorized by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Sub, as applicable. No other corporate proceedings all necessary action on the part of Acquiror Seller, and no other action or Acquiror Sub are proceeding on the part of Seller is necessary to authorize this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror and Acquiror SubSeller. Assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereofby Buyer and the Company, this Agreement constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. If Seller is married and Seller’s Company Common Stock constitutes community property or spousal or other approval is otherwise required for this Agreement to be legal, valid and binding, the execution, delivery and performance of this Agreement and the consummation by Seller of the transactions contemplated hereby have been duly authorized by, and, assuming the due authorization, execution and delivery by Buyer and the Company, constitute legal, valid and binding obligations of Acquiror and Acquiror Sub, as applicableSeller’s spouse, enforceable against Acquiror and Acquiror Sub, as applicable, such spouse in accordance with and subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court.

Authority; No Violation. (a) Acquiror and Acquiror Sub have full corporate Each Seller has the requisite power and authority (including in the case of any Seller that is a trust, the requisite power and authority under its trust documents), and, in the case of any Seller that is a natural Person, is competent, to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby hereby, including the Stock Purchase, have been duly and validly approved authorized by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Sub, as applicable. No other corporate proceedings all necessary action on the part of Acquiror the applicable Seller (including, in the case of any Seller that is a trust, all necessary approvals of this Agreement by any trustee and any beneficiary of such Seller), and no other action or Acquiror Sub are proceeding on the part of the applicable Seller (or in the case of any Seller that is a trust, on the part of any trustee or beneficiary of such Seller) is necessary to authorize this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt In the case of any Seller that is a trust, the Person executing this Agreement on behalf of the regulatory applicable Seller is the trustee of such Seller and other approvals described in this Agreement, this is authorized to act on behalf of such Seller. This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror and Acquiror Subthe applicable Seller. Assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereofby Buyer, Company and each other Seller, this Agreement constitutes a valid and binding obligation of the applicable Seller, enforceable against such Seller in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. If any Seller is a natural Person and is married, and such Seller’s Company Common Stock constitutes community property or spousal or other approval is otherwise required for this Agreement to be legal, valid and binding, the execution, delivery and performance of this Agreement and the consummation by the applicable Seller of the transactions contemplated hereby have been duly authorized by, and, assuming the due authorization, execution and delivery by Buyer and each of the other Sellers, constitute legal, valid and binding obligations of Acquiror and Acquiror Sub, as applicablethe applicable Seller’s spouse, enforceable against Acquiror and Acquiror Sub, as applicable, such spouse in accordance with and subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court.

Authority; No Violation. (a) Acquiror and Acquiror Sub have NJCB has full corporate power and authority to execute and deliver this Agreement and and, subject to (x) the Parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger Documentsand (ii) the other approvals listed in Section 3.4 of this Agreement and (y) the approval of NJCB’s shareholders as contemplated herein, as applicable, and to consummate the transactions contemplated hereby. On or prior to the date of this Agreement, NJCB’s Board of Directors has (i) determined that this Agreement and the Merger are fair to and in the best interests of NJCB and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (ii) approved this Agreement, the Merger and thereby in accordance with the terms hereof other transactions contemplated hereby, (iii) directed that this Agreement and thereofthe transactions contemplated hereby be submitted to NJCB’s shareholders for approval at the NJCB Shareholders’ Meeting and (iv) resolved to recommend that NJCB’s shareholders approve the Merger and this Agreement at the NJCB Shareholders’ Meeting (the “NJCB Board Recommendation”). The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and NJCB. Except for the adoption of this Agreement by the written consent requisite vote of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror SubNJCB’s shareholders, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub NJCB are necessary to approve this Agreement and to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror NJCB and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by 1st Constitution and the Bank) this Agreement constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableNJCB, enforceable against Acquiror and Acquiror Sub, as applicable, NJCB in accordance with and subject to their its terms, except as enforcement may be limited by applicable general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws Laws affecting creditors’ rights and remedies generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court.

Authority; No Violation. (a) Acquiror and Acquiror Sub have Parent has full corporate power and authority to execute and deliver this Agreement and, subject to the Parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and the Bank Merger Documentsand (ii) the other approvals listed in Section 4.04 of this Agreement, as applicable, and to consummate the transactions contemplated hereby and thereby Parent’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to (x) the Parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and the Bank Merger and (ii) the other approvals listed in Section 4.04 of this Agreement, to consummate the transactions contemplated by the Bank Merger Agreement in accordance with the terms hereof thereof. On or prior to the date of this Agreement, Parent’s Board of Directors has (i) determined that this Agreement and thereofthe Merger are fair to and in the best interests of Parent and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable and (ii) approved this Agreement, the Merger and the other 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 Parent. The execution and delivery of the Bank Merger Documents Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Sub, as applicableParent’s Bank. No other corporate proceedings on the part of Acquiror Parent or Acquiror Sub Parent’s Bank are necessary to approve this Agreement and to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Parent and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by the Company) this Agreement constitutes a valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicableParent, enforceable against Acquiror and Acquiror Sub, as applicable, Parent in accordance with and subject to their its terms, except as enforcement may be limited by applicable general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws Laws affecting creditors’ rights and remedies generally, and except that the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court.

Authority; No Violation. (a) Acquiror Except as disclosed on Company Disclosure Schedule 5.3(a) (collectively, the "Company Approvals"), no consents, approvals, authorizations, clearances or orders of, filings or registrations with or notices to (collectively "Authorizations") any third party or any Governmental Authority are necessary on behalf of the Company or any of the Shareholders in connection with (i) the execution and Acquiror Sub have delivery by the Company and the Shareholders of this Agreement and the other Purchase Agreements, (ii) the consummation by the Company and the Shareholders of the transactions contemplated hereby and thereby and (iii) the performance of the Company's and each Shareholder's obligations under this Agreement and the other Purchase Agreements. The Company has the full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, other Purchase Agreements and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Merger Documents other Purchase Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent Shareholders of the Board Company in accordance with the Articles of Directors Incorporation and Bylaws of Acquiror Sub the Company and by Acquiror with applicable Laws (as the sole stockholder of Acquiror Sub, as applicabledefined below). No other corporate proceedings on the part of Acquiror the Company or Acquiror Sub the Shareholders are necessary for the Company and the Shareholders to consummate the transactions so contemplated. Subject to receipt of the regulatory execute and other approvals described in this Agreement, deliver this Agreement and the Merger Documents other Purchase Agreements to which they are a party and for the Company and the Shareholders to be bound by the terms hereof and thereof. This Agreement and the other Purchase Agreements to which the Company is a party have been, or will be, been duly and validly executed and delivered by Acquiror the Company and Acquiror Sub, as applicable, and constitute, or will constitute upon execution and delivery thereof, the valid and binding obligations of Acquiror and Acquiror Sub, as applicable, the Company enforceable against Acquiror and Acquiror Sub, as applicable, the Company in accordance with its and subject to their terms, except as to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium fraudulent conveyance or other similar laws affecting creditors’ in effect that affect the enforcement of creditor's rights generallygenerally or general principles of equity, and except that whether considered in a proceeding at law or in equity (collectively, the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court"Equitable Principles").

Authority; No Violation. (a) Acquiror PRISA has full corporate power and Acquiror Sub authority to execute, deliver and perform its rights under this Agreement and the Ancillary Agreements to which it is a party and, subject only to the receipt of the PRISA Shareholder Approval and the PRISA Warrant Approvals and/or PRISA Rights Offer Approvals, as applicable, will have full corporate power and authority to execute consummate the transactions contemplated hereby and deliver thereby. Subject to the PRISA Board approving the calling of the PRISA Shareholder Meeting and setting the agenda therefor, the PRISA Shareholder Approval and the PRISA Warrant Approvals and/or PRISA Rights Offer Approvals, as applicable, no other corporate proceedings on the part of PRISA are necessary to approve this Agreement and the Merger Documents, as applicable, Ancillary Agreements and to consummate the transactions contemplated hereby and thereby other than the resolutions of the PRISA Board approving the increase of the capital of PRISA against contribution in accordance with kind of the terms hereof shares of Liberty Virginia Common Stock and thereofthe increase of the capital of PRISA against a contribution in cash in respect of the PRISA Rights Offer, if the PRISA Rights Offer is to be conducted. The execution and delivery Neither a withdrawal or a modification of the PRISA Board’s recommendation relating to this Agreement and the Merger Documents and the consummation Ancillary Agreements or any of the transactions contemplated hereby and or thereby have been duly and validly approved by will affect PRISA’s obligation or ability to call or convene the unanimous vote meeting of the Board of Directors of Acquiror and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Sub, as applicableits shareholders referred to above. No other corporate proceedings on the part of Acquiror or Acquiror Sub are necessary to consummate the transactions so contemplated. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents Ancillary Agreements to which PRISA is a party have been, or will be, been duly and validly executed and delivered by Acquiror PRISA and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Liberty and any other party thereto) constitute valid and binding obligations of Acquiror and Acquiror Sub, as applicablePRISA, enforceable against Acquiror and Acquiror Sub, as applicable, PRISA in accordance with and subject to their terms, except as enforceability may be limited by applicable bankruptcybankruptcy Laws, insolvency, reorganization, moratorium or other similar laws Laws affecting creditors’ rights generally, and except that general principles of equity affecting the availability of specific performance and other equitable remedies (including specific performance) is within the discretion of the appropriate courtremedies.

Authority; No Violation. (a) Acquiror and Acquiror Sub have Company has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby Merger have been duly and validly approved adopted by the unanimous vote of the Board of Directors of Acquiror Company. The Board of Directors of Company has directed that this Agreement be submitted to Company’s shareholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the written consent affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock entitled to vote on this Agreement (the “Requisite Class A Vote”), the affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock entitled to vote on this Agreement (the “Requisite Class B Vote,” and together, with the Requisite Class A Vote, the “Requisite Company Vote”), and the adoption and approval of the Bank Merger Agreement by the Board of Directors of Acquiror Sub Company Bank and by Acquiror Company as the its sole stockholder of Acquiror Subshareholder, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub Company are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror Company, Company Bank and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Buyer and Merger Sub) constitutes a valid and binding obligations obligation of Acquiror Company and Acquiror Sub, as applicableCompany Bank, enforceable against Acquiror Company and Acquiror Sub, as applicable, Company Bank in accordance with and subject to their terms, its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or other similar laws of general applicability relating to or affecting creditors’ insured depository institutions or their parent companies or the rights generally, of creditors generally and except that subject to general principles of equity (the availability of equitable remedies (including specific performance) is within the discretion “Enforceability Exceptions”)). Each of the appropriate courtVoting Agreements, dated the date of this Agreement and executed and delivered by all Company directors and executive officers and certain holders of Class B Common Stock (each a “Voting Agreement”), constitutes, to the knowledge of Company, the valid and binding obligation of the shareholder who is a party to such Voting Agreement and is enforceable by Buyer against such shareholder in accordance with its terms, subject to the Enforceability Exceptions. Section 3.3(a) of the Company Disclosure Schedule shows the number of shares and percentages of Class A Common Stock and Class B Common Stock, respectively, subject to each Voting Agreement.

Authority; No Violation. (ai) Acquiror Each of Globespan and Acquiror Merger ----------------------- Sub have has full corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of Acquiror each of Globespan and by Merger Sub. Globespan, as sole stockholder of Merger Sub, has approved this Agreement and the written consent of the transactions contemplated hereby. The Board of Directors of Acquiror Sub and Globespan has directed that the issuance of Globespan Common Stock pursuant to this Agreement be submitted to Globespan stockholders for approval at a meeting of Globespan stockholders (the "Globespan Stockholders Meeting"), ------------------------------ and, except for the approval of the issuance of Globespan Common Stock in the Merger by Acquiror as majority vote at a meeting of Globespan's stockholders at which a quorum is present (the sole stockholder of Acquiror Sub"Globespan Stockholder Approval"), as applicable. No no other corporate ------------------------------ proceedings on the part of Acquiror Globespan or Acquiror Merger Sub are necessary to approve this Agreement and to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror each of Globespan and Acquiror SubMerger Sub and (assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Virata) constitutes a valid and binding obligations obligation of Acquiror Globespan and Acquiror Merger Sub, as applicable, enforceable against Acquiror Globespan and Acquiror Sub, as applicable, Merger Sub in accordance with and its terms, subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ ' rights generally, and except that the availability generally or to general principles of equitable remedies (including specific performance) is within the discretion of the appropriate courtequity.

Authority; No Violation. (a) Acquiror and Acquiror Sub have full The Company has all requisite corporate power and authority to execute and deliver this Agreement and and, subject to the Merger Documentsapproval of this Agreement by the minimum affirmative vote required by applicable Law of the holders of the outstanding shares of Company Common Stock entitled to vote at such meeting (the “Requisite Shareholder Approval”), as applicable, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly and duly, validly approved authorized by the unanimous vote Company Board. The Company Board has determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Board Company and its shareholders, has passed resolutions adopting this Agreement and the transactions contemplated hereby, has directed that the Agreement be submitted to the Company’s shareholders for consideration at a duly held meeting of Directors of Acquiror such shareholders and by has recommended that the written consent Company’s shareholders vote in favor of the approval of this Agreement and the transactions contemplated hereby (“Company Board of Directors of Acquiror Sub and by Acquiror as Recommendation”). Except for the sole stockholder of Acquiror SubRequisite Shareholder Approval, as applicable. No no other corporate proceedings on the part of Acquiror or Acquiror Sub the Company are necessary to approve this Agreement or to consummate the transactions so contemplatedcontemplated hereby. Subject to receipt of the regulatory and other approvals described in this Agreement, this This Agreement and the Merger Documents have been, or will be, has been duly and validly executed and delivered by Acquiror the Company and Acquiror Sub(assuming due authorization, as applicable, and constitute, or will constitute upon execution and delivery thereof, by Parent and Merger Sub) constitutes the valid and binding obligations obligation of Acquiror and Acquiror Sub, as applicablethe Company, enforceable against Acquiror and Acquiror Sub, as applicable, the Company in accordance with and subject to their terms, its terms (except as may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws Laws affecting creditors’ the rights generally, of creditors generally and except that subject to general principles of equity whether applied in a court of law or a court of equity (the availability of equitable remedies (including specific performance) is within the discretion of the appropriate court“Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) Acquiror Each of the Buyers and Acquiror Sub have full corporate the Parent Buyer and each of their respective Affiliates (as applicable) has all requisite power and authority to execute and deliver this Agreement and the Merger Documentseach Ancillary Agreement to which it is (or will be) a party, as applicableto perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofthereby. The execution execution, delivery and delivery performance by each of the Buyers and the Parent Buyer and each of their respective Affiliates (as applicable) of this Agreement and the Merger Documents each Ancillary Agreement to which it is (or will be) a party has been, and the consummation by each of the Buyers and the Parent Buyer and each of their respective Affiliates (as applicable) of the transactions contemplated hereby and thereby have been been, duly and validly authorized and approved by the unanimous vote of the Board of Directors of Acquiror and by the written consent of the Board of Directors of Acquiror Sub and by Acquiror as the sole stockholder of Acquiror Sub, as applicable. No other corporate proceedings all required actions on the part of Acquiror or Acquiror Sub are necessary to consummate such Buyer and the transactions so contemplatedParent Buyer and their respective Affiliates (as applicable). Subject to receipt This Agreement and each of the regulatory and other approvals described in this Agreement, this Agreement and the Merger Documents have been, Ancillary Agreements to which it is (or will be) a party has been (or, in the case of any such Ancillary Agreement to be executed and delivered after the date hereof, will be at or prior to the Closing) duly and validly executed and delivered by Acquiror the Buyers and Acquiror Sub, the Parent Buyer and each of their respective Affiliates (as applicable), and constitute(assuming due authorization, or will constitute upon execution and delivery thereofby each other party hereto or thereto (as applicable)) this Agreement and each of the Ancillary Agreements to which it is (or will be) a party when so executed and delivered constitutes (or, in the case of any such Ancillary Agreement to be executed after the date hereof, will constitute), legal, valid and binding obligations of Acquiror each of the Buyers and Acquiror Sub, the Parent Buyer and each of their respective Affiliates (as applicable, ) enforceable against Acquiror and Acquiror Sub, as applicable, it in accordance with and its respective terms, subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws now or hereafter in effect affecting creditors’ rights generally, and remedies generally and except that as the availability of equitable remedies (including specific performance) is within the discretion may be limited by equitable principles of the appropriate courtgeneral applicability.