Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) TCBI has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI and (assuming due authorization, execution and delivery by IBTX) constitutes a valid and binding obligation of TCBI, enforceable against TCBI in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by TCBI nor the consummation by TCBI of the transactions contemplated hereby (including the Merger and the Bank Merger), nor compliance by TCBI with any of the terms or provisions hereof, will (i) violate any provision of the TCBI Certificate of Incorporation or the TCBI Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of TCBI or any of its Subsidiaries under, 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 TCBI or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBI.

Authority; No Violation. (a) TCBI Marigold has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Marigold of the Merger transactions contemplated hereby have been duly and validly approved authorized by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, all necessary corporate actions on the terms and conditions set forth in this Agreement, is advisable and in the best interests part of TCBI 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 TCBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effectMarigold. Except for the approval of this Agreement by Required Marigold Vote, the affirmative vote of a majority calling of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), Marigold Shareholder Meeting and the approval filing of the Bank Virginia Plan of Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderwith the VSCC, no other corporate proceedings on the part of TCBI are Marigold or vote, consent or approval of the Marigold Shareholders is necessary to approve this Agreement Agreement, the Virginia Plan of Merger or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by TCBI Marigold and (assuming due authorization, execution and delivery by IBTXMontage and Merger Sub) constitutes a the valid and binding obligation of TCBIMarigold, enforceable against TCBI Marigold in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability Laws affecting the rights of creditors generally and the availability of equitable remedies remedies). On or prior to the date hereof, the Marigold Board adopted resolutions (i) determining that this Agreement, the “Enforceability Exceptions”))Virginia Plan of Merger and the transactions contemplated hereby and thereby, including the Merger, are advisable, fair to, and in the best interests of, Marigold and the Marigold Shareholders, (ii) adopting the Virginia Plan of Merger, (iii) approving and declaring the advisability of this Agreement, the Virginia Plan of Merger and the transactions contemplated hereby and thereby, including the Merger, and (iv) subject to the terms and conditions of Section 6.10, recommending that the Marigold Shareholders vote to approve this Agreement and the Virginia Plan of Merger. (b) Neither None of the execution and delivery of this Agreement by TCBI or the other Transaction Documents, nor the consummation by TCBI of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by TCBI Marigold with any of the terms or provisions hereof, hereof or thereof will (i) violate any provision of the TCBI Certificate of Incorporation or the TCBI Bylaws Marigold Organizational Documents or (ii) assuming that the consents consents, approvals and approvals filings referred to in clauses (i) through (iv) of Section 3.4 3.5 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to TCBI or Marigold, any of its the Marigold Subsidiaries or any of their respective properties or assets or assets, (yB) violate, conflict with, require any consent under, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of change adversely any Lien upon any of the respective properties right or assets of TCBI or any of its Subsidiaries under, obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract or other binding instrument or obligation obligation, whether written or unwritten (collectively, “Contracts”), to which TCBI Marigold or any of its the Marigold Subsidiaries is a party, or by which they or (C) result in the creation of any Lien (other than a Permitted Lien) upon any of their the respective properties or assets may be boundof Marigold or any of the Marigold Subsidiaries or (D) result in any breach of, except or constitute a default (in with or without notice or lapse of time, or both) under, the case terms of the Mercury Merger Agreement, except, with respect to clauses (xii)(A), (ii)(B) and (y) above) for such violationsii)(C), conflicts, breaches or defaults thatas would not be reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIMarigold.

Authority; No Violation. (a) TCBI IBTX has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of TCBIIBTX. The Board of Directors of TCBI IBTX has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBIIBTX’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 the affirmative vote of a majority two-thirds of the outstanding shares of TCBI 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 TCBI IBTX Vote”), and subject to the adoption and approval of the Bank Merger Agreement by TCBI IBTX as TCBI IBTX Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI IBTX are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI IBTX and (assuming due authorization, execution and delivery by IBTXTCBI) constitutes a valid and binding obligation of TCBIIBTX, enforceable against TCBI IBTX in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe 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 the receipt of the Requisite IBTX Vote), insolvencyand when issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past shareholder of IBTX will have any preemptive right or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))in respect thereof. (b) Neither the execution and delivery of this Agreement by TCBI IBTX, nor the consummation by TCBI IBTX of the transactions contemplated hereby (including the Merger and the Bank Merger), nor compliance by TCBI IBTX with any of the terms or provisions hereof, will (i) violate any provision of the TCBI IBTX Certificate of Incorporation Formation or the TCBI IBTX Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.4 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI IBTX or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of TCBI IBTX or any of its Subsidiaries under, 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 TCBI IBTX or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults that, that either individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect on TCBIIBTX.

Authority; No Violation. (a) TCBI Niagara Bancorp and Niagara Merger Corp each has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Niagara Bancorp and Niagara Merger Corp and the consummation completion by Niagara Bancorp and Niagara Merger Corp of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms Niagara Bancorp and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger)Niagara Merger Corp, and has directed that this Agreement be submitted to TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI Niagara Bancorp or Niagara Merger Corp are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI Niagara Bancorp and (assuming due authorizationNiagara Merger Corp and, execution and delivery by IBTX) subject to receipt of the required approvals of Regulatory Authorities described in Section 4.04 hereof, constitutes a the valid and binding obligation of TCBINiagara Bancorp and Niagara Merger Corp, enforceable against TCBI them in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors' rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (bA) Neither the The execution and delivery of this Agreement by TCBI nor Niagara Bancorp and Niagara Merger Corp, (B) subject to receipt of approvals from the Regulatory Authorities referred to in Section 4.04 hereof and CNYF's and Niagara Bancorp's compliance with any conditions contained therein, the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by TCBI Niagara Bancorp or Lockport Savings with any of the terms or provisions hereof, hereof will not (i) violate conflict with or result in a breach of any provision of the TCBI Certificate certificate of Incorporation incorporation or bylaws of Niagara Bancorp or any Niagara Bancorp Subsidiary or the TCBI Bylaws or charter and bylaws of Lockport Savings; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Niagara Bancorp or any of its Subsidiaries Niagara Bancorp Subsidiary or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Niagara Bancorp or any of its Subsidiaries Lockport Savings under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which TCBI Niagara Bancorp or any of its Subsidiaries Lockport Savings is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBI.

Authority; No Violation. (a) TCBI Each of Montage, New Holdco, Merger Sub 1 and Merger Sub 2 has full the requisite corporate power and authority to execute and deliver this Agreement Agreement, to approve and adopt the Plans of Merger and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Plans of Merger and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly approved authorized by the Montage Board and the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effectMerger Sub 1. Except for the approval of this Agreement by Required Montage Vote, the affirmative vote of a majority calling of the outstanding shares Montage Shareholder Meeting, the Merger Sub 2 Shareholder Approval, the filing of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), Montage Charter Amendment with the VSCC and the approval filing of the Bank Virginia Plan of Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderand the Articles of First Merger with the VSCC and the filing of the Iowa Plan of Merger and Articles of Second Merger with the ISS, no other corporate proceedings on the part of TCBI Montage, New Holdco, Merger Sub 1 or 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 contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by TCBI each of Montage, New Holdco, Merger Sub 1 and Merger Sub 2 and (assuming due authorization, execution and delivery by IBTXMarigold) constitutes a the valid and binding obligation of TCBIeach of Montage, New Holdco, Merger Sub 1 and Merger Sub 2, enforceable against TCBI each of Montage, New Holdco, Merger Sub 1 and Merger Sub 2 in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability Laws affecting the rights of creditors generally and the availability of equitable remedies remedies). On or prior to the date hereof, the Montage Board adopted resolutions (a) determining that this Agreement, the “Enforceability Exceptions”))Montage Charter Amendment, the Plans of Merger and the transactions contemplated hereby and thereby, including the Mergers and the New Holdco Share Issuance are advisable, fair to, and in the best interests of, Montage and the Montage Shareholders, (b) adopting the Plans of Merger and the Montage 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. (b) Neither None of the execution and delivery of this Agreement by TCBI Agreement, the Plans of Merger or any of the other Transaction Documents, nor the consummation by TCBI of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by TCBI Montage, New Holdco, Merger Sub 1 or Merger Sub 2 with any of the terms or provisions hereofhereof or thereof, will (i) violate (A) any provision of the TCBI Certificate Montage Organizational Documents, (B) any provision of Incorporation New Holdco’s articles of incorporation or the TCBI Bylaws bylaws, (C) any provision of Merger Sub 1’s articles of incorporation or bylaws, or (D) any provision of Merger Sub 2’s articles of incorporation or bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in clauses (i) through (iv) of Section 3.4 4.5 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to TCBI Montage, New Holdco, Merger Sub 1 or Merger Sub 2 or any of its Montage’s other Subsidiaries or any of their respective properties or assets assets, or (yB) violate, conflict with, require any consent under, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of change adversely any Lien upon any of the respective properties right or assets of TCBI or any of its Subsidiaries under, obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contracts to which TCBI Montage or any of its the Montage Subsidiaries is a party, or by which they or (C) result in the creation of any Lien (other than a Permitted Lien) upon any of their the respective properties or assets may be boundof Montage or any of the Montage Subsidiaries, except with respect to clause (in the case of clauses (xii) and (y) above) for such violations, conflicts, breaches or defaults thatas would not be reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIMontage.

Authority; No Violation. (a) TCBI Each of Montage and Merger Sub has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved authorized by the Montage Board and the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effectMerger Sub. Except for the approval of this Agreement by Required Montage Vote, the affirmative vote of a majority calling of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (Montage Shareholder Meeting, the “Requisite TCBI Vote”)Merger Sub Shareholder Approval, and the approval filing of the Bank Virginia Plan of Merger Agreement and the Articles of Merger and other appropriate merger documents required by TCBI as TCBI Subsidiary Bank’s sole shareholderthe VSCA with the VSCC, no other corporate proceedings on the part of TCBI Montage or 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 contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI each of Montage, and Merger Sub and (assuming due authorization, execution and delivery by IBTXMarigold) constitutes a the valid and binding obligation of TCBIeach of Montage and Merger Sub, enforceable against TCBI each of Montage and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability Laws affecting the rights of creditors generally and 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 “Enforceability Exceptions”))transactions contemplated hereby, including the Merger and the Montage Share Issuance are advisable, fair to, and in the best interests of, Montage and the Montage Shareholders, (b) approving the Montage Share Issuance, and (c) subject to the terms and conditions of Section 6.11 of this Agreement, recommending that the holders of shares of Montage Class A Common Stock vote to approve the Montage Share Issuance. (b) Neither None of the execution and delivery of this Agreement by TCBI or any of the Transaction Documents, nor the consummation by TCBI of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by TCBI Montage or Merger Sub with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the TCBI Certificate Montage Organizational Documents or any provision of Incorporation Merger Sub’s articles of incorporation or the TCBI Bylaws bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in clauses (i) through (iv) of Section 3.4 4.5 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to TCBI Montage or Merger Sub or any of its Montage’s other Subsidiaries or any of their respective properties or assets assets, or (yB) violate, conflict with, require any consent under, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of change adversely any Lien upon any of the respective properties right or assets of TCBI or any of its Subsidiaries under, obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contracts to which TCBI Montage or any of its the Montage Subsidiaries is a party, or by which they or (C) result in the creation of any Lien (other than a Permitted Lien) upon any of their the respective properties or assets may be boundof Montage or any of the Montage Subsidiaries, except with respect to clause (in the case of clauses (xii) and (y) above) for such violations, conflicts, breaches or defaults thatas would not be reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIMontage.

Authority; No Violation. (a) TCBI Huntington has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of TCBIHuntington. The Board of Directors of TCBI Huntington has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI Huntington and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement the Merger and the Huntington Charter Amendment be submitted to TCBIHuntington’s shareholders for approval at a duly held meeting of such shareholders and has adopted a resolution resolutions to the foregoing effect. Except for (i) the approval of this Agreement by the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), adoption and the approval of the Bank Merger Agreement by TCBI the board of directors of The Huntington National Bank and Huntington as TCBI Subsidiary Bank’s its sole shareholder, (ii) (A) the approval of the Merger by the affirmative vote of two-thirds of all the votes entitled to be cast on the Merger by the holders of outstanding Huntington Common Stock and (B) the approval of the Huntington Charter Amendment by the affirmative vote of two-thirds of all the votes entitled to be cast on the Huntington Charter Amendment by the holders of outstanding Huntington Common Stock (such approvals in this clause (ii), collectively, the “Requisite Huntington Vote”), and (iii) the adoption of resolutions to give effect to the provisions of Section 6.12 in connection with the Closing, no other corporate proceedings on the part of TCBI Huntington are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI Huntington and (assuming due authorization, execution and delivery by IBTXTCF) constitutes a valid and binding obligation of TCBIHuntington, enforceable against TCBI Huntington in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). Subject to the receipt of the Requisite Huntington Vote, insolvencythe shares of Huntington Common Stock and New Huntington Preferred Stock to be issued in the Merger have been validly authorized and, moratoriumwhen issued, reorganization will be validly issued, fully paid and nonassessable, and no current or past shareholder of Huntington will have any preemptive right or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))in respect thereof. (b) Neither Subject to the receipt of the Requisite Huntington Vote, neither the execution and delivery of this Agreement by TCBI Huntington, nor the consummation by TCBI Huntington of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by TCBI Huntington with any of the terms or provisions hereof, will (i) violate any provision of the TCBI Certificate of Incorporation Huntington Articles or the TCBI Huntington Bylaws or comparable governing documents of any Huntington Subsidiary or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 4.4 are duly obtainedobtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI or Huntington, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of TCBI Huntington or any of its Subsidiaries under, 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 TCBI Huntington or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults thatcreations which, either individually or in the aggregate, would not reasonably be expected likely to have a Material Adverse Effect on TCBIHuntington.

Authority; No Violation. (a) TCBI has 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 herebyhereby 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 Merger transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of TCBI. The Acquiror and by the written consent of the Board of Directors of TCBI has determined that Acquiror Sub and by Acquiror as the Mergersole stockholder of Acquiror Sub, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effectas applicable. Except for the approval of this Agreement by the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no No other corporate proceedings on the part of TCBI Acquiror or Acquiror Sub are necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Subject to receipt of the regulatory and other approvals described in this Agreement, this Agreement has been and the Merger Documents have been, or will be, duly and validly executed and delivered by TCBI Acquiror and (assuming due authorizationAcquiror Sub, as applicable, and constitute, or will constitute upon execution and delivery by IBTX) constitutes a thereof, valid and binding obligation obligations of TCBIAcquiror and Acquiror Sub, as applicable, enforceable against TCBI Acquiror and Acquiror Sub, as applicable, in accordance with its terms (and subject to their terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar laws of general applicability affecting the creditors’ rights of creditors generally generally, and except that the availability of equitable remedies (including specific performance) is within the “Enforceability Exceptions”))discretion of the appropriate court. (b) Neither None of the execution and delivery of this Agreement and the Merger Documents by TCBI Acquiror and Acquiror Sub, as applicable, nor the consummation by TCBI Acquiror and Acquiror Sub of the transactions contemplated hereby (including and thereby in accordance with the Merger terms hereof and the Bank Merger), thereof nor compliance by TCBI Acquiror or Acquiror Sub with any of the terms or provisions hereof, hereof or thereof will (i) violate any provision of the TCBI Certificate Articles of Incorporation or the TCBI other governing instrument or Bylaws of Acquiror or Acquiror Sub; (ii) assuming that the consents and approvals referred to in Section 3.4 set forth below are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Acquiror or any of its Subsidiaries Acquiror Sub or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, require the payment of any termination or like fee, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Acquiror or any of its Subsidiaries under, Acquiror Sub under 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 TCBI Acquiror or any of its Subsidiaries Acquiror Sub is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except except, with respect to (in the case of clauses (xii) and (yiii) above) for , such violations, conflicts, breaches or defaults that, either as individually or in the aggregate, would aggregate will not reasonably be expected to have a an Acquiror Material Adverse Effect Effect. Except for consents and approvals of or filings or registrations with or notices to the Commission, the Federal Trade Commission, the Department of Justice, the Secretary of State of the State of Mississippi, the Secretary of State of the State of Tennessee, the TDFI, the MCB, the FDIC, applicable state securities laws authorities, NASDAQ and the FRB, no consents or approvals of or filings or registrations with or notices to any Governmental Entity or non-governmental third party are required on TCBIbehalf of Acquiror or the Acquiror Sub in connection with (a) the execution and delivery of this Agreement and the Merger Documents by Acquiror and Acquiror Sub, as applicable, (b) the consummation by Acquiror of the transactions contemplated hereby and by the Parent Merger Documents, and (c) the consummation by Acquiror Sub of the transactions contemplated hereby and by the Subsidiary Merger Documents.

Authority; No Violation. (a) TCBI NCC has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board board of Directors directors of TCBINCC. The Board board of Directors directors of TCBI NCC has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI NCC and its shareholdersstockholders, has adopted and approved declared it advisable, has directed that this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to TCBINCC’s shareholders stockholders for approval at a meeting of such shareholders stockholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by Requisite NCC Stockholder Approval, the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), adoption and the approval of the Bank Plan of Merger Agreement by TCBI the board of directors of NBC and NCC as TCBI Subsidiary Bank’s its sole shareholdershareholder and the actions of the board of directors of NCC (or the Compensation Committee thereof) pursuant to Section 2.02, no other corporate proceedings on the part of TCBI NCC or any of its Subsidiaries are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI NCC and (assuming due authorization, execution and delivery by IBTXCenterState) constitutes a valid and binding obligation of TCBI, NCC enforceable against TCBI NCC in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and the availability subject to general principles of equitable remedies equity (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by TCBI NCC nor the consummation by TCBI NCC or any of its Subsidiaries of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by TCBI NCC with any of the terms or provisions hereof, will (i) violate any provision of the TCBI NCC Certificate of Incorporation or the TCBI NCC Bylaws or any equivalent documents of any NCC Subsidiary or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 3.05, Section 3.13(c) and Section 3.18 are duly obtainedobtained and/or made, (xA) violate any lawLaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI NCC or any of its Subsidiaries or any of their respective properties or assets assets, including but not limited to, 12 C.F.R. 239.63(f), or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of TCBI NCC or any of its Subsidiaries under, under 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 TCBI NCC or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults thatcreations which, either individually or in the aggregate, would not reasonably be expected likely to have a Material Adverse Effect on TCBINCC.

Authority; No Violation. (a) TCBI Subject to the approval of this Agreement and 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 to consummate the transactions contemplated herebyhereby in accordance with the terms hereof and VNB has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby in accordance with the terms thereof. 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 consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of TCBIValley. The Board of Directors of TCBI has determined that the Merger, on the terms execution and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval delivery of the Bank Merger Agreement has been duly and validly approved by TCBI as TCBI Subsidiary Bank’s sole shareholderthe Board of Directors of VNB. Except for the approvals described in paragraph (b) below, no other corporate proceedings on the part of TCBI Valley or VNB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI and (Valley and, assuming due authorization, and valid execution and delivery of this Agreement by IBTX) Oritani, constitutes a valid and binding obligation of TCBIValley, enforceable against TCBI Valley in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors’ rights of creditors and remedies generally and the availability subject, as to enforceability, to general principles of equitable remedies (the “Enforceability Exceptions”))equity, whether applied in a court of law or a court of equity. (b) Neither the execution and delivery of this Agreement by TCBI Valley nor the execution and delivery of the Bank Merger Agreement by VNB and by Valley in its capacity as sole shareholder of VNB, nor the consummation by TCBI Valley of the transactions contemplated hereby (including in accordance with the Merger and terms hereof or the Bank Merger), nor consummation by VNB of the transactions contemplated thereby in accordance with the terms thereof or compliance by TCBI Valley with any of the terms or provisions hereofhereof or compliance by VNB with any of the terms or provisions thereof, will (i) violate any provision of the TCBI Certificate of Incorporation or the TCBI Bylaws or Valley Charter Documents, (ii) assuming that the consents and approvals referred to in Section 3.4 set forth below are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Valley or any of its Subsidiaries VNB or any of their respective properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Valley or any of its Subsidiaries VNB under, 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 TCBI Valley or any of its Subsidiaries VNB is a party, or by which they Valley or VNB or any of their respective properties or assets may be boundbound or affected, except except, with respect to (in the case of clauses (xii) and (yiii) above) for , such violations, conflicts, breaches or defaults that, either as individually or in the aggregate, would aggregate will not reasonably be expected to have a Material Adverse Effect on TCBIValley. Except for consents and approvals of or filings or registrations with or notices to the OCC, the FRB, the NJDOBI, the New Jersey Department of Treasury, the Secretary of State of the State of Delaware, the SEC, NASDAQ and the shareholders of Valley, no consents or approvals of or filings or registrations with or notices to any federal or state governmental authority, instrumentality or administrative agency or, to the knowledge of Valley, any third party are necessary on behalf of Valley or VNB in connection with (a) the execution and delivery by Valley of this Agreement, (b) the consummation by Valley of the transactions contemplated hereby and (c) the execution and delivery by VNB of the Bank Merger Agreement and the consummation by VNB of the transactions contemplated thereby. To the knowledge of Valley, there is no reason why the consents and approvals referenced in the preceding sentence will not be obtained in a timely fashion.

Authority; No Violation. (a) TCBI Each of Acquiror Holding and Acquiror Bank has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates. The Board of Directors of Acquiror Holding has duly and validly approved and adopted this Agreement and the transactions this Agreement contemplates and has authorized the execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger)Xxxxxxxx Holding, and has directed that this Agreement be submitted to TCBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except except for the approval of this Agreement by the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderits shareholders, no other corporate proceedings on the part of TCBI Acquiror Holding are necessary to approve this Agreement or to consummate the transactions contemplated herebythis agreement contemplates. The Board of Directors of Acquiror Bank has been 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 Acquiror Bank, and no other corporate proceedings on the part of Acquiror Bank are necessary to consummate the transactions this Agreement contemplates. This Agreement has been duly and validly executed and delivered by TCBI Acquiror Holding and (assuming due authorization, execution Acquiror Bank and delivery by IBTX) constitutes a valid and binding obligation of TCBI, Acquiror Holding and of Acquiror Bank enforceable against TCBI each in accordance with its terms (terms, except in all cases as such enforceability that enforcement may be limited by bankruptcy, reorganization, insolvency, moratorium, reorganization or and other similar laws of general applicability and court decisions relating to or affecting the enforcement of creditors’ rights of creditors generally and the availability of by general equitable remedies (the “Enforceability Exceptions”))principles. (b) Neither the execution and delivery of this Agreement by TCBI Acquiror Holding or Acquiror Bank, nor the consummation by TCBI Acquiror Holding or Acquiror Bank of the transactions contemplated hereby (including the Merger and the Bank Merger)by this Agreement, nor compliance by TCBI Acquiror Holding or Acquiror Bank with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the TCBI Certificate Charter or Bylaws of Incorporation Acquiror Holding, or the TCBI Articles of Association or Bylaws or of Acquiror Bank, (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree decree, or injunction applicable to TCBI Acquiror Holding or Acquiror Bank, or any of its Subsidiaries their subsidiaries or any of their respective properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge, or other encumbrance upon any of the respective properties or assets of TCBI Acquiror Holding and Acquiror Bank or any of its Subsidiaries their subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, or other instrument or obligation to which TCBI Acquiror Holding or Acquiror Bank or any of its Subsidiaries their respective subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches breaches, or defaults that, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect material adverse effect on TCBIthe business, operations, properties, assets, or financial condition of Acquiror Holding or Acquiror Bank.

Authority; No Violation. (a) TCBI Rockville has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of TCBIRockville. The Board of Directors of TCBI Rockville has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI Rockville and its shareholders, stockholders and has adopted and approved directed that this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to TCBIRockville’s shareholders stockholders for approval at a meeting of such shareholders stockholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of a majority the holders of at least two-thirds of the outstanding shares of TCBI Rockville Common Stock entitled to vote on this Agreement (the “Requisite TCBI Rockville Vote”), the approval of the Certificate Amendment by the affirmative vote of the holders of at least 80% of the outstanding shares of Rockville Common Stock and the adoption and approval of the Bank Merger Agreement by TCBI Rockville Bank and Rockville as TCBI Subsidiary Bank’s its sole shareholder, no other corporate proceedings on the part of TCBI Rockville are necessary to approve this Agreement or to consummate the transactions contemplated hereby. The Bylaw Amendment and (subject to the approval of the Certificate Amendment by the holders of Rockville Common Stock) the Certificate Amendment have been duly and validly authorized by all necessary corporate action, including the valid authorization and adoption of a resolution by Rockville’s Board of Directors, not to be withdrawn unless this Agreement is terminated in accordance with its terms, adopting the Bylaw Amendment contingent on the Effective Time and approving the Certificate Amendment, subject to the approval of the Certificate Amendment by the holders of Rockville Common Stock. This Agreement has been duly and validly executed and delivered by TCBI Rockville and (assuming due authorization, execution and delivery by IBTXUnited) constitutes a valid and binding obligation of TCBIRockville, enforceable against TCBI Rockville in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The Rockville Common Stock to be issued in the Merger (including the shares issued to holders of United Restricted Stock Awards), insolvencyhave been validly authorized (subject to the approval of the Merger Agreement by the holders of Rockville Common Stock), moratoriumwhen issued, reorganization will be validly issued, fully paid and nonassessable, and no current or past stockholder of Rockville will have any preemptive right or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))in respect thereof. (b) Neither the execution and delivery of this Agreement by TCBI Rockville, nor the consummation by TCBI Rockville of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by TCBI Rockville with any of the terms or provisions hereof, will (i) subject to the Certificate Amendment and the Bylaw Amendment, violate any provision of the TCBI Rockville Certificate of Incorporation or the TCBI Bylaws Bylaws, or (ii) assuming that the consents and approvals referred to in Section 3.4 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI or Rockville, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of TCBI Rockville or any of its Subsidiaries under, 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 TCBI Rockville or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches or defaults that, which either individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect on TCBIRockville. (c) Rockville Bank has adopted the Bank Merger Agreement, Rockville, as the sole shareholder of Rockville Bank, shall promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by Rockville Bank.

Authority; No Violation. (a) TCBI Each of Cheviot Financial, Cheviot Savings Bank and Cheviot Merger Subsidiary has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each of Cheviot Financial, Cheviot Savings Bank and Cheviot Merger Subsidiary and the consummation completion by Cheviot Financial, Cheviot Savings Bank and Cheviot Merger Subsidiary of the transactions contemplated hereby, including the Merger, the Company Merger and the Bank Merger, have been duly and validly approved by the Board Boards of Directors of TCBI. The Board each of Directors of TCBI has determined that the MergerCheviot Financial, on the terms Cheviot Savings Bank and conditions set forth in this Agreement, is advisable Cheviot Merger Subsidiary and in the best interests of TCBI 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 TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI Cheviot Financial, Cheviot Savings Bank or Cheviot Merger Subsidiary, except for approvals related to the ownership of Cheviot Savings Bank and Cheviot Merger Subsidiary by Cheviot Financial, are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger, the Company Merger and the Bank Merger. This Agreement has been duly and validly executed and delivered by TCBI each of Cheviot Financial, Cheviot Savings Bank and (assuming due authorizationCheviot Merger Subsidiary and, execution and delivery by IBTX) subject to receipt of the Regulatory Approvals, constitutes a the valid and binding obligation of TCBICheviot Financial, Cheviot Savings Bank and Cheviot Merger Subsidiary, enforceable against TCBI Cheviot Financial, Cheviot Savings Bank and Cheviot Merger Subsidiary in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and as to Cheviot Savings Bank, the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general applicability affecting the rights principles of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. (b) Neither the The execution and delivery of this Agreement by TCBI nor Cheviot Financial, Cheviot Savings Bank and Cheviot Merger Subsidiary, subject to receipt of approvals from the Regulatory Authorities referred to in Section 4.03 hereof and compliance by the parties with any conditions contained therein, the consummation by TCBI of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by TCBI Cheviot Financial, Cheviot Savings Bank and Cheviot Merger Subsidiary with any of the terms or provisions hereof, will not (i) violate conflict with or result in a breach of any provision of the TCBI Certificate charter or bylaws of Incorporation Cheviot Financial, or the TCBI Bylaws certificate of incorporation or bylaws of any Cheviot Financial Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Cheviot Financial or any of its Subsidiaries Cheviot Financial Subsidiary or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Cheviot Financial, Cheviot Merger Subsidiary or any of its Subsidiaries Cheviot Savings Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which TCBI Cheviot Financial, Cheviot Merger Subsidiary or any of its Subsidiaries Cheviot Savings Bank is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches bound or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIaffected.

Authority; No Violation. (a) TCBI The Company has full corporate power and authority to execute and deliver this Agreement and the Amalgamation Agreement and to consummate the transactions contemplated herebyhereby and thereby (subject, in the case of the Amalgamation and the Amalgamation Agreement, to the Company Shareholder Approval (as defined in Section 6.6)). The execution and delivery of this Agreement and the Amalgamation Agreement and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly approved authorized by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger)all necessary corporate action, and has directed that this Agreement be submitted to TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI the Company or its board of directors or shareholders are necessary to approve authorize this Agreement or the Amalgamation Agreement or to consummate the transactions contemplated herebyhereby and thereby (other than, with respect to the Amalgamation and the Amalgamation Agreement, the Company Shareholder Approval). This Agreement has been and the Amalgamation Agreement will be duly and validly executed and delivered by TCBI the Company and (assuming due authorization, execution and delivery by IBTXParent and Amalgamation Sub) constitutes a constitute and will constitute valid and binding obligation obligations of TCBIthe Company, enforceable against TCBI the Company in accordance with its terms (except in all cases as such enforceability may be limited by their terms, subject to bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization or reorganization, moratorium and similar laws of general applicability relating to or affecting the creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))to general equity principles. (b) The board of directors of the Company, as of the date hereof, has unanimously (i) approved the Amalgamation, this Agreement, the Amalgamation Agreement and the Special Dividend (although such dividend has not yet been declared) and the transactions contemplated hereby and thereby in accordance with the applicable provisions of Bermuda law and regulations and (ii) determined to recommend approval of the Amalgamation, the Amalgamation Agreement and the transactions contemplated hereby and thereby, by the shareholders of the Company. (c) Neither the execution and delivery of this Agreement or the Amalgamation Agreement by TCBI the Company, nor the consummation by TCBI the Company of the transactions contemplated hereby and thereby (including the Merger and payment of the Bank MergerSpecial Dividend), nor compliance by TCBI the Company with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the TCBI Certificate Memorandum of Incorporation Association, the Company Bye-laws, the 114B Licence or the TCBI Bylaws memorandum or articles of association, certificate of incorporation, bye-laws of any or other organizational documents of the Company’s Subsidiaries or (ii) except as Previously Disclosed and assuming that the consents and approvals referred to all Requisite Regulatory Approvals (as defined in Section 3.4 7.1(b)) are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien (or have any of such results or effects, upon notice or lapse of time, or both) upon any of the respective properties or assets of TCBI the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, licenselicence, lease, agreement agreement, contract, or other instrument or obligation to which TCBI the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches bound or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIaffected.

Authority; No Violation. (a) TCBI has full 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 all requisite corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the transactions contemplated herebyhereby 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 Merger transactions contemplated hereby and thereby have been duly and validly approved by the Board unanimous vote of Directors the board of TCBI. The Board directors of Directors of TCBI has determined that the MergerAcquiror and Acquiror Sub, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effectas applicable. Except for the approval of Acquiror’s stockholders of this Agreement by the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of Parent Merger Document and the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholdertransactions contemplated hereby and thereby, no other corporate proceedings on the part of TCBI Acquiror or Acquiror Sub are necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Subject to receipt of the regulatory and other approvals described in this Agreement, this Agreement has been and the Merger Documents have been, or will be, duly and validly executed and delivered by TCBI Acquiror and (assuming due authorizationAcquiror Sub, as applicable, and constitute, or will constitute upon execution and delivery by IBTX) constitutes a thereof, valid and binding obligation obligations of TCBIAcquiror and Acquiror Sub, as applicable, enforceable against TCBI Acquiror and Acquiror Sub, as applicable, in accordance with its terms (and subject to their terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar laws of general applicability affecting the creditors’ rights of creditors generally generally, and except that the availability of equitable remedies (including, without limitation, specific performance and injunctive relief) is within the “Enforceability Exceptions”))discretion of the court before which any proceeding may be brought. (b) Neither None of the execution and delivery of this Agreement and the Merger Documents by TCBI Acquiror and Acquiror Sub, as applicable, nor the consummation by TCBI Acquiror and Acquiror Sub of the transactions contemplated hereby (including and thereby in accordance with the Merger terms hereof and the Bank Merger), thereof nor compliance by TCBI Acquiror or Acquiror Sub with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the TCBI Certificate articles of Incorporation incorporation or the TCBI Bylaws bylaws (or comparable organizational documents) of Acquiror or Acquiror Sub; (ii) assuming that the consents and approvals referred to set forth in Section 3.4 4.3(c) below are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, (A) Law or (B) any judgment, order, writ, decree or injunction applicable to TCBI Acquiror or any of its Subsidiaries Acquiror Sub or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, require the payment of any termination or like fee, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Acquiror or any of its Subsidiaries under, Acquiror Sub under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, deed of trust, license, lease, agreement or other instrument or obligation to which TCBI Acquiror or any of its Subsidiaries Acquiror Sub is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except except, with respect to (in the case of clauses (xii) and (yiii) above) for , such violations, conflicts, breaches or defaults that, either as individually or in the aggregate, would aggregate will not reasonably be expected to have a an Acquiror Material Adverse Effect Effect. (c) Except for consents and approvals of or filings or effective registrations with or notices to the Secretary of State of the State of Mississippi, the MCB, the Commission, other applicable state and federal securities commissions, agencies and other similar regulatory bodies (including NASDAQ, FINRA and other industry self-regulatory organizations), the FRB, the FDIC and the Department of Justice, no consents or approvals of or filings or effective registrations with or notices to any Governmental Entity or non-governmental third party are required on TCBIbehalf of Acquiror or Acquiror Sub in connection with (i) the execution and delivery of this Agreement and the Merger Documents by Acquiror and Acquiror Sub, as applicable, (ii) the consummation by Acquiror of the Parent Merger and the other transactions contemplated hereby and by the Parent Merger Document, and (iii) the consummation by Acquiror Sub of the Subsidiary Merger and the other transactions contemplated hereby and by the Subsidiary Merger Document.

Authority; No Violation. (a) TCBI Each of SYBT and Merger Subsidiary has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger and the Bank Merger have been duly and validly approved by the Board of Directors of TCBISYBT and the Board of Directors of Merger Subsidiary. The Board of Directors of TCBI SYBT has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI SYBT and its shareholdersshareholders 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 shareholder and has adopted a resolution to the foregoing effect. SYBT, as Merger Subsidiary’s sole shareholder, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to TCBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effectby unanimous written consent. Except for the approval of this Agreement by the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), adoption and the approval of the Bank Merger Agreement by TCBI SYBT as TCBI Subsidiary SY Bank’s sole shareholder, no other corporate proceedings on the part of TCBI SYBT or Merger Subsidiary are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger or the Bank Merger, including without limitation, the approval of SYBT’s shareholders. This Agreement has been duly and validly executed and delivered by TCBI each of SYBT and Merger Subsidiary and (assuming due authorization, execution and delivery by IBTXKTYB) constitutes a valid and binding obligation of TCBIeach of SYBT and Merger Subsidiary, enforceable against TCBI each of SYBT and Merger Subsidiary in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of SYBT Common Stock to be issued in the Merger have been validly authorized and, insolvencywhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past shareholder of SYBT will have any preemptive right or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))in respect thereof. (b) Neither the execution and delivery of this Agreement by TCBI SYBT or Merger Subsidiary, nor the consummation by TCBI SYBT or Merger Subsidiary of the transactions contemplated hereby (hereby, including the Merger and the Bank Merger), nor compliance by TCBI SYBT or Merger Subsidiary with any of the terms or provisions hereof, will (i) violate any provision of the TCBI Certificate of Incorporation SYBT Articles, the SYBT Bylaws, the Merger Subsidiary Articles, or the TCBI Bylaws Merger Subsidiary Bylaws, or (ii) assuming that the consents and approvals referred to in Section 3.4 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI or SYBT, any of its the SYBT Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of TCBI SYBT or any of its the SYBT Subsidiaries under, 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 TCBI SYBT or any of its the SYBT Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and clause (y) above) for such violations, conflicts, breaches or defaults thatwhich would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBISYBT.

Authority; No Violation. (a) TCBI has North Penn and North Penn Bank have full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of North Penn and to the receipt of the Consents of the Regulatory Authorities, to consummate the transactions contemplated hereby. The execution Boards of Directors of North Penn and delivery of this Agreement and the consummation of the Merger North Penn Bank have been duly and validly approved by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Bank Merger), have authorized the execution and has delivery of this Agreement, have directed that this Agreement and the transactions contemplated hereby be submitted to TCBINorth Penn’s shareholders for approval and resolved to recommend its approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except and, except for the approval adoption of this such Agreement by the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderits shareholders, no other corporate proceedings proceeding on the part of TCBI are North Penn or North Penn Bank is necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by TCBI and (assuming due authorization, execution and delivery by IBTX) Xxxxxxx and Xxxxx), constitutes a the valid and binding obligation of TCBINorth Penn and North Penn Bank, and is enforceable against TCBI North Penn and North Penn Bank in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization receivership or similar laws of general applicability affecting the enforcement of creditors’ rights of creditors generally and except that the availability of the equitable remedies (remedy of specific performance or injunctive relief is subject to the “Enforceability Exceptions”))discretion of the court before which any proceeding may be brought. (b) Neither the execution and delivery of this Agreement by TCBI North Penn or North Penn Bank nor the consummation by TCBI North Penn or North Penn Bank of the transactions contemplated hereby (including the Merger and the Bank Merger), nor compliance by TCBI North Penn or North Penn Bank with any of the terms or provisions hereof, will (i) violate any provision of the TCBI Certificate Articles of Incorporation or Bylaws of North Penn or the TCBI Articles of Incorporation and Bylaws of North Penn Bank or any governing documents of any of the other North Penn Subsidiaries, (ii) assuming that the consents Consents of the Regulatory Authorities and approvals referred to in Section 3.4 herein are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI North Penn or North Penn Bank or any of its the other North Penn Subsidiaries or any of their respective properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, by or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI North Penn or North Penn Bank or any of its the other North Penn Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which TCBI North Penn, North Penn Bank or any of its the other North Penn Subsidiaries is a party, or by which they it or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (xii) and (yiii) above) for such violations, conflicts, breaches or defaults that, either individually or in the aggregate, as would not reasonably be expected to have constitute a Material Adverse Effect on TCBINorth Penn.

Authority; No Violation. (a) TCBI 4.4.1. Yardville has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the approval of this Agreement by Yardville’s stockholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Yardville and the consummation completion by Yardville of the Merger transactions contemplated hereby, including the Merger, have been duly duly, validly and validly unanimously approved by the Board of Directors of TCBIYardville. The On or prior to the date hereof, the Board of Directors of TCBI Yardville has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI Yardville and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), stockholders and has directed that the Merger, on the terms and conditions set forth in this Agreement Agreement, be submitted to TCBIYardville’s shareholders stockholders for approval consideration at a duly held meeting of such shareholders 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 TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI Yardville, except for the approval of the holders of Yardville Common Stock, are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by TCBI Yardville, and (assuming subject to the due authorization, execution and delivery by IBTX) constitutes a valid and binding obligation of TCBI, enforceable against TCBI in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by TCBI nor Acquirer, constitutes the valid and binding obligation of Yardville, enforceable against Yardville in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. 4.4.2. The execution and delivery of this Agreement by Yardville, the consummation by TCBI of the transactions contemplated hereby (including the Merger hereby, and the Bank Merger), nor compliance by TCBI Yardville with any of the terms or provisions hereof, hereof will not: (i) violate conflict with or result in a breach of any provision of the TCBI Certificate certificate of Incorporation incorporation, charter or the TCBI Bylaws bylaws of Yardville or any Yardville Subsidiary, including Yardville Bank; or (ii) assuming that receipt of Regulatory Approvals and Yardville’s and Acquirer’s compliance with any conditions contained therein, and to the consents and approvals referred to in Section 3.4 are duly obtainedreceipt of the approval of the stockholders of Yardville, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Yardville or any of its Subsidiaries Yardville Subsidiary or any of their respective properties or assets assets, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Yardville or any of its Subsidiaries under, Yardville Subsidiary under 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 TCBI Yardville or any of its Subsidiaries Yardville Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults thatdescribed in clause (ii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on TCBIYardville.

Authority; No Violation. (a) TCBI Each of Mercury, New Holdco, Merger Sub 1 and Merger Sub 2 has full the requisite corporate or limited liability company, as the case may be, power and authority to execute and deliver this Agreement Agreement, approve and adopt the Plan of Merger and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Plan of Merger and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly approved authorized by the Mercury Board and the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effectMerger Sub 1. Except for the approval of this Agreement by Required Mercury Vote, the affirmative vote of a majority calling of the outstanding shares Mercury Shareholder Meeting, the Merger Sub 2 Member Approval, the filing of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), Mercury Charter Amendment with the VSCC and the approval filing of the Bank Plan of Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderand the Articles of First Merger with the VSCC, no other corporate proceedings on the part of TCBI Mercury, New Holdco, Merger Sub 1 or Merger Sub 2 or vote, consent or approval of the shareholders or members of Mercury, New Holdco, Merger Sub 1 or Merger Sub 2 are necessary to approve this Agreement or the Plan of Merger or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by TCBI each of Mercury, New Holdco, Merger Sub 1 and Merger Sub 2 and (assuming due authorization, execution and delivery by IBTXXxxxx) constitutes a the valid and binding obligation of TCBIeach of Mercury, New Holdco, Merger Sub 1 and Merger Sub 2, enforceable against TCBI each of Mercury, New Holdco, Merger Sub 1 and Merger Sub 2 in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability Laws affecting the rights of creditors generally and the availability of equitable remedies remedies). On or prior to the date hereof, the Mercury Board unanimously adopted resolutions (a) determining that this Agreement, the “Enforceability Exceptions”))Mercury Charter Amendment, the Plan of Merger and the transactions contemplated hereby and thereby, including the Mergers and the New Holdco Share Issuance are advisable, fair to, and in the best interests of, Mercury and the Mercury Shareholders, (b) adopting the Plan of Merger and the Mercury 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 Mercury Voting Common Stock vote to approve the Mercury Charter Amendment and the New Holdco Share Issuance. (b) Neither None of the execution and delivery of this Agreement by TCBI Agreement, the Plan of Merger or any of the other Transaction Documents, nor the consummation by TCBI of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by TCBI Mercury, New Holdco, Merger Sub 1 or Merger Sub 2 with any of the terms or provisions hereofhereof or thereof, will (i) violate (A) any provision of the TCBI Certificate Mercury Organizational Documents, (B) any provision of Incorporation New Holdco’s articles of incorporation or bylaws, (C) any provision of Merger Sub 1’s articles of incorporation or bylaws, or (D) any provision of the TCBI Bylaws certificate of formation or limited liability company agreement of Merger Sub 2, or (ii) assuming that the consents consents, approvals and approvals filings referred to in clauses (i) through (iv) of Section 3.4 4.5 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to TCBI Mercury, New Holdco, Merger Sub 1 or Merger Sub 2 or any of its Mercury’s other Subsidiaries or any of their respective properties or assets assets, or (yB) violate, conflict with, require any consent under, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of change adversely any Lien upon any of the respective properties right or assets of TCBI or any of its Subsidiaries under, obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contracts to which TCBI Mercury or any of its Mercury’s Subsidiaries is a party, or by which they or (C) result in the creation of any Lien (other than a Permitted Lien) upon any of their the respective properties or assets may be boundof Mercury or any of Mercury’s Subsidiaries, except with respect to clause (in the case of clauses (xii) and (y) above) for such violations, conflicts, breaches or defaults thatas would not be reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIMercury.

Authority; No Violation. (a) TCBI 5.4.1. Cape Bancorp has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the required Regulatory Approvals and the approval of this Agreement by Cape Bancorp’s stockholders (the “Cape Bancorp Stockholder Approval”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Cape Bancorp and the consummation completion by Cape Bancorp of the Merger transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger)Cape Bancorp, and has directed that this Agreement be submitted to TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI Cape Bancorp, other than the Cape Bancorp Stockholder Approval, are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, up to and including the Merger. This Agreement has been duly and validly executed and delivered by TCBI Cape Bancorp, and (assuming due authorizationsubject to Cape Bancorp Stockholder Approval and the receipt of the Regulatory Approvals, execution and delivery by IBTX) constitutes a the valid and binding obligation of TCBICape Bancorp, enforceable against TCBI Cape Bancorp in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 5.4.2. Subject to the receipt of the Regulatory Approvals, and compliance by Colonial Financial and Cape Bancorp with any conditions contained therein, and Cape Bancorp Stockholder Approval, (bA) Neither the execution and delivery of this Agreement by TCBI nor Cape Bancorp, (B) the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by TCBI Cape Bancorp with any of the terms or provisions hereof, hereof will not (i) violate conflict with or result in a breach of any provision of the TCBI Certificate Articles of Incorporation or the TCBI Bylaws of Cape Bancorp or any Cape Bancorp Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Cape Bancorp or any of its Subsidiaries Cape Bancorp Subsidiary or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Cape Bancorp or any of its Subsidiaries under, Cape Bancorp Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which TCBI or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults thatunder clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on TCBICape Bancorp and the Cape Bancorp Subsidiaries taken as a whole. 5.4.3. The Cape Bancorp Stockholder Approval is the only vote of holders of any class of Cape Bancorp’s capital stock necessary to adopt and approve this Agreement and the transactions contemplated hereby. 5.4.4. The board of directors of Cape Bancorp, by resolution duly adopted by the unanimous vote of the entire board of directors at a meeting duly called and held, has (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of Cape Bancorp and its stockholders and declared the Merger to be advisable, and (ii) recommended that the stockholders of Cape Bancorp approve this Agreement and directed that such matter be submitted for consideration by the Cape Bancorp stockholders at the Cape Bancorp Stockholders Meeting.

Authority; No Violation. (a) TCBI Mid Penn has full corporate power and authority to execute and deliver this Agreement and, subject (i) to receipt of the Regulatory Approvals and (ii) the approval by Mid Penn’s shareholders of the issuance of the Mid Penn Common Stock to be issued in the Merger pursuant to Nasdaq Listing Rules (the “Mid Penn Shareholder Approval”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Mid Penn and the consummation by Mid Penn of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger)Mid Penn, and has directed that this Agreement be submitted to TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI Mid Penn, except for the Mid Penn Shareholder Approval, the execution and delivery of the Bank Plan of Merger by Mid Penn Bank and the consent of the sole shareholder of Mid Penn Bank, are necessary to approve this Agreement or to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by TCBI Mid Penn and, subject to the receipt of the Regulatory Approvals the Mid Penn Shareholder Approval and (assuming due authorization, and valid execution and delivery of this Agreement by IBTX) William Penn, constitutes a the valid and binding obligation of TCBIMid Penn, enforceable against TCBI Mid Penn in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. (b) Neither Subject to receipt of Regulatory Approvals, the Mid Penn Shareholder Approval and William Penn’s and Mid Penn’s compliance with any conditions contained herein, (i) the execution and delivery of this Agreement by TCBI nor Mid Penn, (ii) the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor iii) compliance by TCBI Mid Penn with any of the terms or provisions hereof, hereof will not (iA) violate conflict with or result in a breach of any provision of the TCBI Certificate articles of Incorporation incorporation or the TCBI Bylaws bylaws of Mid Penn or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtainedany similar governing documents of any of Mid Penn’s Subsidiaries, including Mid Penn Bank, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Mid Penn or any of its Subsidiaries Mid Penn Subsidiary or any of their respective properties or assets assets, or (yC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien upon any of the respective properties or assets of TCBI Mid Penn or any of its Subsidiaries under, Mid Penn Subsidiary under 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 TCBI or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except except, with respect to (in the case of clauses (xB) and (y) above) C), for such any violations, conflicts, breaches breaches, defaults or defaults thatother occurrences which would not, either individually or in the aggregate, would not reasonably be expected to have constitute a Material Adverse Effect on TCBIEffect.

Authority; No Violation. (a) TCBI BSB Bancorp has full corporate power and authority to execute and deliver this Agreement and the Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of TCBIBSB Bancorp. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no No other corporate proceedings on the part of TCBI BSB Bancorp are necessary to approve this Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Option Agreement will be, duly and validly executed and delivered by TCBI BSB Bancorp and (assuming due authorization, execution and delivery by IBTXSKAN) constitutes will constitute valid and binding obligations of BSB Bancorp, enforceable against BSB Bancorp in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar law affecting creditors' rights and remedies generally. (b) BSB Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of BSB Bank and by BSB Bancorp as the sole shareholder of BSB Bank. All corporate proceedings on the part of BSB Bank necessary to consummate the transactions contemplated thereby have been taken. The Bank Merger Agreement, upon execution and delivery by BSB Bank, will be duly and validly executed and delivered by BSB Bank and will (assuming due authorization, execution and delivery by Skaneateles Bank) constitute a valid and binding obligation of TCBIBSB Bank, enforceable against TCBI BSB Bank in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors' rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (bc) Neither the execution and delivery of this Agreement or the Option Agreement by TCBI BSB Bancorp or the Bank Merger Agreement by BSB Bank, nor the consummation by TCBI BSB Bancorp or BSB Bank, as the case may be, of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by TCBI BSB Bancorp or BSB Bank with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the TCBI Certificate of Incorporation or Bylaws of BSB Bancorp or the TCBI Charter or Bylaws of BSB Bank, as the case may be, or (ii) assuming that the consents and approvals referred to in Section 3.4 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to TCBI or any of its Subsidiaries BSB Bancorp, BSB Bank or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI BSB Bancorp or any of its Subsidiaries under, BSB Bank under 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 TCBI BSB Bancorp or any of its Subsidiaries BSB Bank is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches bound or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIaffected.

Authority; No Violation. (a) TCBI 4.4.1 Each of PC Bancorp and PCB has full corporate power and corporate authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the Shareholder Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by PC Bancorp and PCB and the consummation completion of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board Boards of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms PC Bancorp and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger)PCB, and has directed that this Agreement be submitted to TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI are PC Bancorp, except for Shareholder Approvals and other actions contemplated by this Agreement such as the termination of certain PC Benefit Plans, is necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by TCBI PC Bancorp and (assuming PCB, and subject to approval by the shareholders of PC Bancorp and PCB and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by IBTX) CU Bancorp and CUB, constitutes a the valid and binding obligation of TCBIPC Bancorp and PCB, enforceable against TCBI them in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting equity and Section 8(b)(6)(D) of the rights of creditors generally and the availability of equitable remedies Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D) (the “Enforceability Exceptions”)as applicable). 4.4.2 Except as listed on PC Bancorp Disclosure Schedule 4.4.2, subject to receipt of Regulatory Approvals and compliance by the parties hereto with any conditions contained therein, and to the receipt of Shareholder Approvals; (bA) Neither the execution and delivery of this Agreement by TCBI nor PC Bancorp and PCB, (B) the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by TCBI PC Bancorp and PCB with any all of the terms or and provisions hereof, hereof will not (i) violate conflict with or result in a breach of any provision of the TCBI Certificate Articles of Incorporation or bylaws of PC Bancorp or the TCBI Bylaws Articles of Association or bylaws of PCB; (ii) assuming that to the consents and approvals referred to in Section 3.4 are duly obtainedKnowledge of PC Bancorp, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI PC Bancorp or any of its Subsidiaries PCB or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI PC Bancorp or any of its Subsidiaries under, PCB under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which TCBI PC Bancorp or any of its Subsidiaries PCB is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults thatunder clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on TCBIPC Bancorp and PCB taken as a whole.

Authority; No Violation. (ai) TCBI Each of Globespan and Merger Sub has ----------------------- full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of TCBIeach of Globespan and Merger Sub. The Board Globespan, as sole stockholder of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholdersMerger Sub, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and hereby. The Board of Directors of Globespan has directed that the issuance of Globespan Common Stock pursuant to this Agreement be submitted to TCBI’s shareholders Globespan stockholders for approval at a meeting of such shareholders and has adopted a resolution to Globespan stockholders (the foregoing effect. Except "Globespan Stockholders Meeting"), and, except ------------------------------ for the approval of this Agreement by the affirmative vote issuance of a majority of the outstanding shares of TCBI Globespan Common Stock entitled to in the Merger by majority vote on this Agreement at a meeting of Globespan's stockholders at which a quorum is present (the “Requisite TCBI Vote”"Globespan Stockholder Approval"), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings ------------------------------ on the part of TCBI Globespan or Merger Sub are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI each of Globespan and Merger Sub and (assuming due authorization, execution and delivery by IBTXVirata) constitutes a valid and binding obligation of TCBIGlobespan and Merger Sub, enforceable against TCBI Globespan and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. (bii) Neither the execution and delivery of this Agreement by TCBI Globespan and Merger Sub, nor the consummation by TCBI Globespan and Merger Sub of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by TCBI Globespan and Merger Sub with any of the terms or provisions hereof, will (iA) violate any provision of the TCBI Certificate of Incorporation or By-Laws of Globespan or the TCBI Bylaws Certificate of Incorporation or By-Laws of Merger Sub or (iiB) assuming that the consents and approvals referred to in Section 3.4 4.2(d) are duly obtained, (xI) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Globespan or Merger Sub, any of its their Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (yII) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of TCBI Globespan or Merger Sub, any of its their Subsidiaries under, or Non-Subsidiary Affiliates under 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 TCBI Globespan or Merger Sub, any of its their Subsidiaries or their Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses clause (x) and (yB) above) for such violations, conflicts, breaches or defaults that, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on TCBIGlobespan or the Surviving Corporation.

Authority; No Violation. (a) TCBI Sterling has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of TCBISterling. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no No other corporate proceedings on the part of TCBI Sterling are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI Sterling and (assuming due authorization, execution and delivery by IBTXEmpire of this Agreement) this Agreement constitutes a valid and binding obligation of TCBISterling, enforceable against TCBI Sterling in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or fraudulent conveyance and similar laws of general applicability Laws affecting the creditors' rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Sterling Savings Bank has full corporate or other power and authority to execute and deliver the Institution Merger Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Institution Merger Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of Sterling Savings Bank, and by Sterling as the sole stockholder of Sterling Savings Bank prior to the Effective Time. All corporate proceedings on the part of Sterling Savings Bank necessary to consummate the transactions contemplated thereby will have been taken prior to the Effective Time. The Institution Merger Agreement, upon execution and delivery by Sterling Savings Bank, will be duly and validly executed and delivered by Sterling Savings Bank and will (assuming due authorization, execution and delivery by Empire Bank) constitute a valid and binding obligation of Sterling Savings Bank, enforceable against Sterling Savings Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (c) Neither the execution and delivery of this Agreement by TCBI Sterling or the Institution Merger Agreement by Sterling Savings Bank, nor the consummation by TCBI Sterling or Sterling Savings Bank, as the case may be, of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by TCBI Sterling or Sterling Savings Bank, as the case may be, with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the TCBI Restated Certificate of Incorporation or Bylaws of Sterling or the TCBI Charter or Bylaws of Sterling Savings Bank, or (ii) assuming that the consents and approvals referred to in Section 3.4 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to TCBI Sterling or any of its Subsidiaries Sterling Savings Bank or any of their respective properties or assets assets, or (y) violate, conflict with, result in a material breach of any provision of or the loss of any benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Sterling or any of its Subsidiaries under, Sterling Savings Bank under 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 TCBI Sterling or any of its Subsidiaries Sterling Savings Bank is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches bound or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIaffected.

Authority; No Violation. (a) TCBI Each of Huntington and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger Mergers have been duly and validly approved by the Board of Directors of TCBIHuntington and of Merger Sub. The Board of Directors of TCBI Huntington has determined that the MergerMergers, on the terms and conditions set forth in this Agreement, is advisable and are in the best interests of TCBI Huntington and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement the issuance of Huntington Common Stock in connection with the Merger be submitted to TCBI’s its shareholders for approval at a duly held meeting of such shareholders and has adopted resolutions to the foregoing effect. 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. Huntington, 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 (i) the approval of this Agreement by the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), adoption and the approval of the Bank Merger Agreement by TCBI the board of directors of The Huntington National Bank and Huntington as TCBI Subsidiary Bank’s its sole shareholder, (ii) the approval of the issuance of Huntington Common Stock pursuant to this Agreement by a majority of the votes cast by holders of outstanding Huntington Common Stock at the Huntington Meeting (the “Requisite Huntington Vote”), and (iii) the adoption of resolutions to give effect to the provisions of Section 6.12 in connection with the Closing, no other corporate proceedings on the part of TCBI Huntington or Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI each of Huntington and Merger Sub and (assuming due authorization, execution and delivery by IBTXFirstMerit) constitutes a valid and binding obligation of TCBIeach of Huntington and Merger Sub, enforceable against TCBI each of Huntington and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). Subject to the receipt of the Requisite Huntington Vote, insolvencythe shares of Huntington Common Stock to be issued in the Merger and the shares of New Huntington Preferred Stock to be issued in the Second Step Merger have been validly authorized and, moratoriumwhen issued, reorganization will be validly issued, fully paid and nonassessable, and no current or past shareholder of Huntington will have any preemptive right or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))in respect thereof. (b) Neither Subject to the receipt of the Requisite Huntington Vote, neither the execution and delivery of this Agreement by TCBI Huntington or Merger Sub, nor the consummation by TCBI Huntington or Merger Sub of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by TCBI Huntington or Merger Sub with any of the terms or provisions hereof, will (i) violate any provision of the TCBI Certificate of Incorporation Huntington Articles, the Huntington Bylaws, the Merger Sub Articles, or the TCBI Bylaws Merger Sub Code of Regulations, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 4.4 are duly obtainedobtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI or Huntington, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of TCBI Huntington or any of its Subsidiaries under, 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 TCBI Huntington or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults that, creations which either individually or in the aggregate, aggregate would not reasonably be expected likely to have a Material Adverse Effect on TCBIHuntington.

Authority; No Violation. (a) TCBI North Valley has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of regulatory and shareholder approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of TCBINorth Valley (the “North Valley Board”). The Board of Directors of TCBI North Valley Board, at a meeting duly called and held, has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (are fair to and in the best interests of the North Valley shareholders and resolved to recommend that the holders of the North Valley Common Stock vote in favor of approval and adoption of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the Bank Merger), and has directed that this Agreement be submitted to TCBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of TCBI North Valley Common Stock entitled to vote on this Agreement (the “Requisite TCBI North Valley Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other further corporate proceedings on the part of TCBI the North Valley Board, North Valley shareholders or the North Valley Bank Board of Directors (except for matters related to setting the date, time, place and record date for said meeting) are necessary in order to authorize or approve this Agreement or to consummate the transactions contemplated herebyhereby including the Merger and the Bank Merger. This Agreement has been duly and validly executed and delivered by TCBI North Valley and (assuming due authorization, execution and delivery by IBTXTriCo of this Agreement) this Agreement constitutes a valid and binding obligation of TCBINorth Valley, enforceable against TCBI North Valley in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or fraudulent conveyance and similar laws Laws affecting creditors’ rights and remedies generally. All corporate proceedings on the part of general applicability affecting North Valley necessary to consummate the rights of creditors generally and transactions contemplated hereby will have been taken prior to the availability of equitable remedies (the “Enforceability Exceptions”))Effective Time. (b) North Valley Bank has full corporate or other power and authority to execute and deliver the Bank Merger Agreement and, subject to the receipt of regulatory and shareholder approvals, to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of North Valley Bank, and by North Valley as the sole shareholder of North Valley Bank prior to the Effective Time. All corporate proceedings on the part of North Valley Bank and by North Valley as sole shareholder of North Valley Bank necessary to consummate the transactions contemplated hereby will have been taken prior to the Effective Time. The Bank Merger Agreement, upon execution and delivery by North Valley Bank, will be duly and validly executed and delivered by North Valley Bank and will (assuming due authorization, execution and delivery by Tri Counties Bank) constitute a valid and binding obligation of North Valley Bank, enforceable against North Valley Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, fraudulent conveyance and similar Laws affecting creditors’ rights and remedies generally. (c) Neither the execution and delivery of this Agreement by TCBI North Valley and the Bank Merger Agreement by North Valley Bank, nor the consummation by TCBI North Valley or its Subsidiaries, as the case may be, of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by TCBI North Valley or its Subsidiaries, as the case may be, with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the TCBI Certificate Articles of Incorporation or Bylaws of North Valley or the TCBI Articles of Incorporation or Bylaws (or the equivalent documents) of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained, (x) violate in any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction material respect any Laws applicable to TCBI North Valley or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (y) violate, violate or conflict in any material respect with, result in a material breach of any provision of or the loss of any benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI North Valley or any of its Subsidiaries under, under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which TCBI North Valley or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected. (d) For the purposes of this Agreement, except “Laws” shall mean any and all statutes, laws, ordinances, rules, regulations and other rules of law enacted, promulgated or issued by any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization, including, without limitation, the California Department of Business Oversight (in the case of clauses “CDBO”), the Federal Reserve Board, the FDIC, the SEC and any self-regulatory organization (x) and (y) above) for such violationseach, conflicts, breaches or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBI“Governmental Entity”).

Authority; No Violation. (a) TCBI Except as provided in this Section 3.03, Tower has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Except as provided in this Section 3.03, Greencastle has full corporate power and authority to execute and deliver the Bank Plan of Merger and to consummate the Bank Merger. The execution and delivery of this Agreement by Tower and the consummation completion by Tower of the Merger transactions contemplated hereby have been duly and validly approved by the Board board of Directors directors of TCBI. The Board Tower and, except for approval and adoption of Directors the shareholders of TCBI has determined that Tower as required by the MergerBCL, on Tower’s articles of incorporation and bylaws, and the terms approval, adoption, and conditions set forth amendment of the articles of incorporation of 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 (d) hereof, except as otherwise provided in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI Tower are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI Tower and, subject to approval and (assuming due authorizationadoption by the shareholders of Tower, execution the receipt of the required approvals of Regulatory Authorities described in Section 3.04 hereof, and delivery by IBTX) the requisite actions of the shareholders of Tower in furtherance of this Agreement, constitutes a the valid and binding obligation of TCBITower, enforceable against TCBI Tower in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors’ rights of creditors generally and subject, as to enforceability, to general principles of equity. The Bank Plan of Merger, upon its execution and delivery by Greencastle concurrently with the availability execution and delivery of equitable remedies (this Agreement, will constitute the “Enforceability Exceptions”))valid and binding obligation of Greencastle, enforceable against Greencastle in accordance with its terms, subject to applicable conservatorship and receivership provisions of the FDIA, or insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (bi) Neither the The execution and delivery of this Agreement by TCBI nor Tower, (ii) the consummation execution and delivery of the Bank Plan of Merger by TCBI Greencastle, each (b)(i) and (b)(ii) subject to the terms, covenants and conditions of this Agreement, (iii) subject to receipt of approvals from the Regulatory Authorities referred to in Section 3.04 hereof and Graystone’s and Tower’s compliance with any conditions contained therein, the completion of the transactions contemplated hereby hereby, as provided and subject to the terms hereof (including iv) the Merger amendment of the articles of incorporation of Tower in connection with the increase in the number of authorized shares of Tower Common Stock, and the Bank Merger)Section 1.02(c) and (d) hereof, nor and (v) compliance by TCBI Tower with any of the terms or provisions hereof, will not (iA) violate conflict with or result in a breach of any provision of the TCBI Certificate articles of Incorporation incorporation, as amended or other organizational document or bylaws of Tower or any Tower Subsidiary, so long as effected in and under the TCBI Bylaws or terms of the articles of incorporation, as amended to authorize a sufficient number of shares of Tower Common Stock to effect the transactions authorized by this Agreement; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Tower or any of its Subsidiaries Tower Subsidiary or any of their respective properties or assets assets; or (yC) except as set forth on Tower Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Tower or any of its Subsidiaries Tower Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which TCBI Tower or any of its Subsidiaries Tower Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults thatunder clause (B) or (C) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on TCBITower.

Authority; No Violation. (a) TCBI NCBC has full corporate power and authority to execute and deliver this Agreement and the NCBC Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the NCBC Option Agreement and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of TCBINCBC. The Board of Directors of TCBI NCBC has determined directed that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’s NCBC's shareholders for approval adoption at a meeting of such shareholders and has adopted a resolution to and, except for (i) the foregoing effect. Except for the approval adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of TCBI NCBC Common Stock entitled to vote on this Agreement and (ii) the “Requisite TCBI Vote”), and the approval amendment of the Bank Merger Agreement NCBC Charter contemplated by TCBI as TCBI Subsidiary Bank’s sole shareholderSection 1.7, no other corporate proceedings on the part of TCBI NCBC are necessary to approve this Agreement or and the NCBC Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the NCBC Option Agreement have been duly and validly executed and delivered by TCBI NCBC and (assuming due authorization, execution and delivery by IBTXCCB) constitutes a constitute valid and binding obligation obligations of TCBINCBC, enforceable against TCBI NCBC in accordance with its their terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)remedies). (b) Neither the execution and delivery by NCBC of this Agreement by TCBI and the NCBC Option Agreement nor the consummation by TCBI NCBC of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by TCBI NCBC with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the TCBI Certificate of Incorporation NCBC Charter or the TCBI Bylaws By- Laws or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI or NCBC, any of its Subsidiaries or Non- Subsidiary Affiliates or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of TCBI or NCBC, any of its Subsidiaries or Non-Subsidiary Affiliates under, 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 TCBI or NCBC, any of its Subsidiaries or its Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and clause (y) above) for such violations, conflicts, breaches or defaults thatwhich, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on TCBINCBC.

Authority; No Violation. (a) TCBI Cascade has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of TCBICascade. The Board of Directors of TCBI Cascade has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI Cascade and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), shareholders and has directed that the issuance of shares of Cascade Common Stock contemplated by this Agreement be submitted to TCBICascade’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effectshareholders. Except for the approval of the issuance of Cascade Common Stock pursuant to this Agreement by the affirmative vote of a majority of the outstanding shares votes cast by holders of TCBI Cascade Common Stock entitled to vote on this Agreement (the “Requisite TCBI Cascade Vote”), ) and the adoption and approval of the Bank Merger Agreement by TCBI Cascade as TCBI Subsidiary the sole shareholder of Cascade Bank’s sole shareholder, no other corporate proceedings on the part of TCBI Cascade or any Cascade Subsidiary are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI Cascade and (assuming due authorization, execution and delivery by IBTXHome) constitutes a valid and binding obligation of TCBICascade, enforceable against TCBI Cascade in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). Subject to obtaining the Requisite Cascade Vote, insolvencythe Cascade Common Stock to be issued in the Merger, moratoriumhas been (or will be) validly authorized, reorganization when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of Cascade will have any preemptive right or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))in respect thereof. (b) Neither the execution and delivery of this Agreement by TCBI Cascade, nor the consummation by TCBI Cascade or any of its Subsidiaries of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by TCBI Cascade or any Cascade Subsidiary with any of the terms or provisions hereof, will (i) violate any provision of the TCBI Certificate of Incorporation Cascade Articles, the Cascade Bylaws or the TCBI Bylaws organization or governing documents of any Cascade Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI or Cascade, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of TCBI Cascade or any of its Subsidiaries under, 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 TCBI Cascade or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and clause (y) above) for such violations, conflicts, breaches or defaults that, which either individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect on TCBICascade. (c) The Board of Directors of Cascade Bank has adopted the Bank Merger Agreement, Cascade, as the sole shareholder of Cascade Bank, shall promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement will be duly executed by Cascade Bank on the date of this Agreement.

Authority; No Violation. (a) TCBI 5.4.1 Each of CU Bancorp and CUB has full corporate power and corporate authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the Shareholder Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by CU Bancorp and CUB and the consummation completion of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board Boards of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms CU Bancorp and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger)CUB, and has directed that this Agreement be submitted to TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI are CU Bancorp and CUB, except for Shareholders Approvals, is necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by TCBI CU Bancorp and (assuming CUB, and subject to approval by the shareholders of CU Bancorp and CUB and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by IBTX) PC Bancorp and PCB, constitutes a the valid and binding obligation of TCBICU Bancorp and CUB, enforceable against TCBI them in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting equity and Section 8(b)(6)(D) of the rights of creditors generally and the availability of equitable remedies Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D) (the “Enforceability Exceptions”)as applicable). 5.4.2 Except as listed on CUB Disclosure Schedule 5.4.2, subject to receipt of Regulatory Approvals and compliance by the parties hereto with any conditions contained therein, and to the receipt of Shareholder Approvals; (bA) Neither the execution and delivery of this Agreement by TCBI nor CU Bancorp and CUB, (B) the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by TCBI CU Bancorp and CUB with any all of the terms or and provisions hereof, hereof will not (i) violate conflict with or result in a breach of any provision of the TCBI Certificate Articles of Incorporation or bylaws of CU Bancorp or the TCBI Bylaws Articles of Incorporation or bylaws of CUB; (ii) assuming that to the consents and approvals referred to in Section 3.4 are duly obtainedKnowledge of CU Bancorp, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI CU Bancorp or any of its Subsidiaries CUB or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI CU Bancorp or any of its Subsidiaries under, CUB under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which TCBI CU Bancorp or any of its Subsidiaries CUB is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults thatunder clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on TCBICU Bancorp and CUB taken as a whole.

Authority; No Violation. (a) TCBI has Central Jersey and Central Jersey Bank have full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of Central Jersey and to the receipt of the Consents of the Regulatory Authorities, to consummate the transactions contemplated hereby. The execution Boards of Directors of Central Jersey and delivery of this Agreement and the consummation of the Merger Central Jersey Bank have been duly and validly approved by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including hereby, have authorized the Merger)execution and delivery of this Agreement, and has have directed that this Agreement and the transactions contemplated hereby be submitted to TCBICentral Jersey’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except and, except for the approval adoption of this such Agreement by its shareholders and the affirmative vote of a majority execution and filing of the outstanding shares Certificate of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderMerger, no other corporate proceedings proceeding on the part of TCBI are Central Jersey or Central Jersey Bank is necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by TCBI and (assuming due authorization, execution and delivery by IBTX) Kearny and Kearny Bank), constitutes a the valid and binding obligation of TCBICentral Jersey and Central Jersey Bank, and is enforceable against TCBI Central Jersey and Central Jersey Bank in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization receivership or similar laws of general applicability affecting the enforcement of creditors’ rights of creditors generally and except that the availability of the equitable remedies (remedy of specific performance or injunctive relief is subject to the “Enforceability Exceptions”))discretion of the court before which any proceeding may be brought. (b) Neither the execution and delivery of this Agreement by TCBI Central Jersey or Central Jersey Bank nor the consummation by TCBI Central Jersey or Central Jersey Bank of the transactions contemplated hereby (including the Merger and the Bank Merger), nor compliance by TCBI Central Jersey or Central Jersey Bank with any of the terms or provisions hereof, will (i) violate any provision of the TCBI Certificate of Incorporation or By-laws of Central Jersey or the TCBI Articles of Association and Bylaws of Central Jersey Bank or any governing documents of any of their subsidiaries, (ii) assuming that the consents Consents of the Regulatory Authorities and approvals referred to in Section 3.4 herein are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Central Jersey or any of its Subsidiaries Central Jersey Bank or any of their subsidiaries or their respective properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, by or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Central Jersey or Central Jersey Bank or any of its Subsidiaries their subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which TCBI Central Jersey, Central Jersey Bank or any of its Subsidiaries their subsidiaries is a partyParty, or by which they it or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (xii) and (yiii) above) for such violations, conflicts, breaches or defaults that, either individually or in the aggregate, as would not reasonably be expected to have constitute a Material Adverse Effect on TCBICentral Jersey. (c) No appraisal or dissenters’ rights shall be available to holders of Central Jersey Shares in connection with the Merger.

Authority; No Violation. (a) TCBI Huntington has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of TCBIHuntington. The Board of Directors of TCBI Huntington has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including are in the Merger), best interests of Huntington and its stockholders and has directed that this Agreement the issuance of Huntington Common Stock in connection with the Merger be submitted to TCBIHuntington’s shareholders stockholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except stockholders and, except for the approval of this Agreement such issuance by the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote votes cast on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholdersuch proposal at such meeting, no other corporate proceedings on the part of TCBI Huntington are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI Huntington and (assuming due authorization, execution and delivery by IBTXSky) constitutes a the valid and binding obligation of TCBIHuntington, enforceable against TCBI Huntington in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)remedies). (b) Merger Sub has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the sole member of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by Sky) constitutes the valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (c) Neither the execution and delivery of this Agreement by TCBI Huntington or Merger Sub, nor the consummation by TCBI Huntington or Merger Sub of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by TCBI Huntington or Merger with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the TCBI Certificate of Incorporation Huntington Charter or the TCBI Bylaws Huntington Bylaws, (ii) violate any provision of Merger Sub’s Articles of Organization or LLC Agreement or (iiiii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 4.4 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to TCBI or Huntington, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of TCBI Huntington or any of its Subsidiaries under, 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 TCBI Huntington or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults thatwith respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIHuntington.

Authority; No Violation. (a) TCBI Camco has full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this This Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board board of Directors directors of TCBICamco. The Board board of Directors directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and Camco has directed that this Agreement be submitted to TCBICamco’s shareholders stockholders for approval adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except stockholders and, except for the approval adoption of this Agreement by the affirmative requisite vote of a majority Camco’s stockholders, no other corporate proceedings (except for regulatory approvals) on the part of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement Camco (the “Requisite TCBI Vote”), and other than the approval of the Bank Merger Agreement by TCBI Camco as TCBI Subsidiary the sole stockholder of Camco Bank’s sole shareholder, no other corporate proceedings on the part of TCBI ) are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI Camco and (assuming due authorization, execution and delivery by IBTXFirst Place) constitutes a valid and binding obligation of TCBICamco, enforceable against TCBI Camco in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium, reorganization or fraudulent transfer and similar laws of general applicability affecting the creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Camco Bank has full corporate power and authority to execute, deliver and perform its obligations under the Bank Merger Agreement and to consummate the Subsidiary Merger and the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved prior thereto by the board of directors of Camco Bank. No other corporate proceedings on the part of Camco Bank are necessary to consummate the transactions contemplated by the Bank Merger Agreement. The Bank Merger Agreement (assuming due authorization, execution and delivery by the Bank) will constitute a valid and binding obligation of Camco Bank, enforceable against Camco Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent transfer and similar laws affecting creditors’ rights and remedies generally. (c) Neither the execution and delivery of this Agreement by TCBI Camco or the Bank Merger Agreement by Camco Bank, nor the consummation by TCBI Camco or Camco Bank, as the case may be, of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by TCBI Camco or Camco Bank, as the case may be, with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the TCBI Certificate of Incorporation or the TCBI Bylaws their respective governing documents, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Camco or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Camco or any of its Subsidiaries under, 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 TCBI Camco or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violationsany violation, conflictsconflict, breaches breach, default, acceleration, termination, modification or defaults thatcancellation which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBICamco or materially impact the terms and conditions or transactions contemplated hereby.

Authority; No Violation. (a) TCBI 5.4.1. Acquirer has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Regulatory Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Acquirer and the consummation completion by Acquirer of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger)Acquirer, and has directed that this Agreement be submitted to TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI Acquirer are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by TCBI Acquirer, and (assuming subject to approval by the stockholders of Yardville and receipt of the Regulatory Approvals and due authorization, execution and delivery by IBTX) constitutes a valid and binding obligation of TCBI, enforceable against TCBI in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by TCBI nor Yardville, constitutes the valid and binding obligations of Acquirer, enforceable against Acquirer in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. 5.4.2. The execution and delivery of this Agreement by Acquirer, the consummation by TCBI of the transactions contemplated hereby (including the Merger hereby, and the Bank Merger), nor compliance by TCBI Acquirer with any of the terms or provisions hereof, hereof will not: (i) violate conflict with or result in a breach of any provision of the TCBI Certificate certificate of Incorporation incorporation charter or the TCBI Bylaws bylaws of Acquirer or Acquirer Bank; (ii) assuming that the consents receipt of Regulatory Approvals and approvals referred to in Section 3.4 are duly obtainedYardville’s and Acquirer’s compliance with any conditions contained therein, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Acquirer or any of its Subsidiaries Acquirer Bank or any of their respective properties or assets assets, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Acquirer or any of its Subsidiaries under, Acquirer Bank under 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 TCBI or any either of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults thatunder clause (ii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on TCBIAcquirer.

Authority; No Violation. (a) TCBI No Authorizations (the "InterCept Approvals") are necessary on behalf of InterCept in connection with (i) the execution and 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 Exchange Documents to which it is a party, and to consummate the transactions contemplated herebyhereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement Agreement, the Contribution Agreements and the Exchange Documents and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of TCBIInterCept in accordance with the Articles of Incorporation and Bylaws of InterCept and with applicable Laws. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other No corporate proceedings on the part of TCBI InterCept are necessary for InterCept to approve execute and deliver this Agreement or Agreement, the other Contribution Agreements and the Exchange Documents to consummate which it is a party, and for InterCept to be bound by the transactions contemplated herebyterms hereof and thereof. This Agreement has Agreement, the other Contribution Agreements and the Exchange Documents to which InterCept is a party have been duly and validly executed and delivered by TCBI InterCept and (assuming due authorization, execution and delivery by IBTX) constitutes a constitute the valid and binding obligation of TCBI, InterCept enforceable against TCBI InterCept in accordance with its terms (and their terms, except in all cases as such to the extent that enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement Agreement, the other Contribution Agreements and the Exchange Documents by TCBI InterCept, nor the consummation by TCBI InterCept of the transactions contemplated hereby (including or thereby in accordance with the Merger and the Bank Merger)terms hereof or thereof, nor compliance by TCBI InterCept with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the TCBI Certificate InterCept's Articles of Incorporation or the TCBI Bylaws Bylaws, or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to TCBI InterCept or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of TCBI or any of its Subsidiaries under, 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 TCBI or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIassets.

Authority; No Violation. (a) TCBI 4.4.1. Synergy has full the requisite corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals, the expiration of all waiting periods and the approval of this Agreement by Synergy’s stockholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Synergy and the consummation completion by Synergy of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger)Synergy, and has directed that this Agreement be submitted to TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI Synergy, except for the approval of the holders of Synergy Common Stock and the filing of Certificates of Merger with the Secretaries of State of Delaware and New Jersey, are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by TCBI Synergy, and (assuming subject to approval by the stockholders of Synergy and receipt of the Regulatory Approvals, the expiration of all waiting periods and due authorization, and valid execution and delivery of this Agreement by IBTX) NYB, constitutes a the valid and binding obligation of TCBISynergy, enforceable against TCBI Synergy in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, reorganization or fraudulent transfer and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 4.4.2. Subject to receipt of Regulatory Approvals and Synergy’s and NYB’s compliance with any conditions contained therein, and to the receipt of the approval of the stockholders of Synergy, (bA) Neither the execution and delivery of this Agreement by TCBI nor Synergy, (B) the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by TCBI Synergy with any of the terms or provisions hereof, hereof will not: (i) violate conflict with or result in a breach of any provision of the TCBI Certificate certificate of Incorporation incorporation, charter or the TCBI Bylaws bylaws of Synergy or any Synergy Subsidiary, including Synergy Bank; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Synergy or any of its Subsidiaries Synergy Subsidiary or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Synergy or any of its Subsidiaries under, Synergy Subsidiary under 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 TCBI Synergy or any of its Subsidiaries Synergy Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults thatunder clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on TCBISynergy.

Authority; No Violation. (a) TCBI TriCo has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of regulatory and shareholder approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the TriCo Board of Directors of TCBI(the “TriCo Board”). The Board of Directors of TCBI TriCo Board, at a meeting duly called and held, has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (are fair to and in the best interests of the TriCo shareholders and resolved to recommend that the holders of TriCo Common Stock vote in favor of approval and adoption of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the Bank Merger), and has directed that this Agreement be submitted to TCBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of TCBI TriCo Common Stock entitled to vote on this Agreement (the “Requisite TCBI TriCo Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other further corporate proceedings on the part of TCBI the TriCo Board, the shareholders of TriCo or the Tri Counties Bank Board of Directors (except for matters related to setting the date, time, place and record date for said meeting) are necessary in order to authorize or approve this Agreement or to consummate the transactions contemplated herebyhereby including the Merger and the Bank Merger. This Agreement has been duly and validly executed and delivered by TCBI TriCo and (assuming due authorization, execution and delivery by IBTXNorth Valley of this Agreement) this Agreement constitutes a valid and binding obligation of TCBITriCo, enforceable against TCBI TriCo in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or fraudulent conveyance and similar laws Laws affecting creditors’ rights and remedies generally. All corporate proceedings on the part of general applicability affecting TriCo necessary to consummate the rights of creditors generally and transactions contemplated hereby will have been taken prior to the availability of equitable remedies (the “Enforceability Exceptions”))Effective Time. (b) Tri Counties Bank has full corporate or other power and authority to execute and deliver the Bank Merger Agreement and, subject to the receipt of regulatory and shareholder approvals, to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of Tri Counties Bank and by TriCo as the sole shareholder of Tri Counties Bank prior to the Effective Time. All corporate proceedings on the part of Tri Counties Bank and by TriCo as sole shareholder of Tri Counties Bank necessary to consummate the transactions contemplated hereby will have been taken prior to the Effective Time. The Bank Merger Agreement, upon execution and delivery by Tri Counties Bank, will be duly and validly executed and delivered by Tri Counties Bank and will (assuming due authorization, execution and delivery by North Valley Bank) constitute a valid and binding obligation of Tri Counties Bank, enforceable against Tri Counties Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, fraudulent conveyance and similar Laws affecting creditors’ rights and remedies generally. (c) Neither the execution and delivery of this Agreement by TCBI TriCo or the Bank Merger Agreement by Tri Counties Bank nor the consummation by TCBI TriCo or its Subsidiaries, as the case may be, of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by TCBI TriCo or its Subsidiaries, as the case may be, with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the TCBI Certificate Articles of Incorporation or Bylaws of TriCo or the TCBI Articles of Incorporation or Bylaws (or the equivalent documents) of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.4 4.4 are duly obtained, (x) violate in any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction material respect any Laws applicable to TCBI TriCo or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, violate or conflict in any material respect with, result in a material breach of any provision of or the loss of any benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI TriCo or any of its Subsidiaries under, under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which TCBI TriCo or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches bound or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIaffected.

Authority; No Violation. (a) TCBI 4.4.1. Hopewell Valley has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals described in Section 8.2 and the approval of this Agreement by Hopewell Valley’s stockholders (the “Hopewell Valley Stockholder Approval”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Hopewell Valley and the consummation completion by Hopewell Valley of the Merger transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger)Hopewell Valley, and has directed that this Agreement be submitted to TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI Hopewell Valley, other than the Hopewell Valley Stockholder Approval, are necessary to approve this Agreement or to consummate and complete the transactions contemplated hereby, up to and including the Merger. This Agreement has been duly and validly executed and delivered by TCBI Hopewell Valley, and (assuming subject to Hopewell Valley Stockholder Approval, receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by IBTX) Northfield, constitutes a the valid and binding obligation of TCBIHopewell Valley, enforceable against TCBI Hopewell Valley in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 4.4.2. Subject to compliance by Northfield Bancorp with the terms and conditions of this Agreement, the receipt of Regulatory Approvals (band compliance with any conditions contained therein) Neither and Hopewell Valley Stockholder Approval, (A) the execution and delivery of this Agreement by TCBI nor Hopewell Valley, (B) the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by TCBI Hopewell Valley with any of the terms or provisions hereof, hereof will not (i) violate conflict with or result in a breach of any provision of the TCBI Certificate certificate of Incorporation incorporation or the TCBI Bylaws bylaws of Hopewell Valley or any Hopewell Valley Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Hopewell Valley or any of its Subsidiaries Hopewell Valley Subsidiary or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Hopewell Valley or any of its Subsidiaries under, Hopewell Valley Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which TCBI Hopewell Valley or any of its Subsidiaries Hopewell Valley Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults thatunder clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on TCBIHopewell Valley and the Hopewell Valley Subsidiaries taken as a whole. 4.4.3. The Hopewell Valley Stockholder Approval is the only vote of holders of any class of Hopewell Valley’s capital stock necessary to adopt and approve this Agreement and the transactions contemplated hereby. 4.4.4. The Board of Directors of Hopewell Valley, by resolution duly adopted by the unanimous vote of the entire Board of Directors at a meeting duly called and held, has (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of Hopewell Valley and its stockholders and declared the Merger to be advisable, and (ii) recommended that the stockholders of Hopewell Valley approve this Agreement and directed that such matter be submitted for consideration by the Hopewell Valley stockholders at the Hopewell Valley Stockholders Meeting.

Authority; No Violation. (a) TCBI has 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 herebyhereby 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 Merger transactions contemplated hereby and thereby have been duly and validly approved by the unanimous vote of the Board of Directors of TCBI. The Acquiror and by the written consent of the Board of Directors of TCBI has determined that Acquiror Sub and by Acquiror as the Mergersole stockholder of Acquiror Sub, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effectas applicable. Except for the approval of this Agreement by the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no No other corporate proceedings on the part of TCBI Acquiror or Acquiror Sub are necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Subject to receipt of the regulatory and other approvals described in this Agreement, this Agreement has been and the Merger Documents have been, or will be, duly and validly executed and delivered by TCBI Acquiror and (assuming due authorizationAcquiror Sub, as applicable, and constitute, or will constitute upon execution and delivery by IBTX) constitutes a thereof, valid and binding obligation obligations of TCBIAcquiror and Acquiror Sub, as applicable, enforceable against TCBI Acquiror and Acquiror Sub, as applicable, in accordance with its terms (and subject to their terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar laws of general applicability affecting the creditors’ rights of creditors generally generally, and except that the availability of equitable remedies (including specific performance) is within the “Enforceability Exceptions”))discretion of the appropriate court. (b) Neither None of the execution and delivery of this Agreement and the Merger Documents by TCBI Acquiror and Acquiror Sub, as applicable, nor the consummation by TCBI Acquiror and Acquiror Sub of the transactions contemplated hereby (including and thereby in accordance with the Merger terms hereof and the Bank Merger), thereof nor compliance by TCBI Acquiror or Acquiror Sub with any of the terms or provisions hereof, hereof or thereof will (i) violate any provision of the TCBI Certificate Articles of Incorporation or the TCBI other governing instrument or Bylaws of Acquiror or Acquiror Sub; (ii) assuming that the consents and approvals referred to in Section 3.4 set forth below are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Acquiror or any of its Subsidiaries Acquiror Sub or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, require the payment of any termination or like fee, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Acquiror or any of its Subsidiaries under, Acquiror Sub under 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 TCBI Acquiror or any of its Subsidiaries Acquiror Sub is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except except, with respect to (in the case of clauses (xii) and (yiii) above) for , such violations, conflicts, breaches or defaults that, either as individually or in the aggregate, would aggregate will not reasonably be expected to have a an Acquiror Material Adverse Effect Effect. Except for consents and approvals of or filings or registrations with or notices to the Commission, the Secretary of State of the State of Mississippi, the Secretary of State of the State of Delaware, the Secretary of State of the State of Alabama, the ASBD, the MCB, the FDIC, applicable state securities laws authorities, the American Stock Exchange and the FRB, no consents or approvals of or filings or registrations with or notices to any Governmental Entity or non-governmental third party are required on TCBIbehalf of Acquiror or the Acquiror Sub in connection with (a) the execution and delivery of this Agreement and the Merger Documents by Acquiror and Acquiror Sub, as applicable, (b) the consummation by Acquiror of the transactions contemplated hereby and by the Parent Merger Documents, and (c) the consummation by Acquiror Sub of the transactions contemplated hereby and by the Subsidiary Merger Documents.

Authority; No Violation. (a) TCBI Pamrapo has full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this This Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board board of Directors directors of TCBIPamrapo. The Board board of Directors directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and Pamrapo has directed that this Agreement be submitted to TCBIPamrapo’s shareholders stockholders for approval adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except stockholders and, except for the approval adoption of this Agreement by the affirmative requisite vote of a majority Pamrapo’s stockholders, no other corporate proceedings (except for regulatory approvals) on the part of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement Pamrapo (the “Requisite TCBI Vote”), and other than the approval of the Bank Merger Agreement by TCBI Pamrapo as TCBI Subsidiary the sole stockholder of Pamrapo Bank’s sole shareholder, no other corporate proceedings on the part of TCBI ) are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI Pamrapo and (assuming due authorization, execution and delivery by IBTXBCB) constitutes a valid and binding obligation of TCBIPamrapo, enforceable against TCBI Pamrapo in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium, reorganization or fraudulent transfer and similar laws of general applicability affecting the creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Pamrapo Bank has full corporate power and authority to execute, deliver and perform its obligations under the Bank Merger Agreement and to consummate the Subsidiary Merger and the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved prior thereto by the board of directors of Pamrapo Bank. No other corporate proceedings on the part of Pamrapo Bank are necessary to consummate the transactions contemplated by the Bank Merger Agreement. The Bank Merger Agreement (assuming due authorization, execution and delivery by the Bank) will constitute a valid and binding obligation of Pamrapo Bank, enforceable against Pamrapo Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent transfer and similar laws affecting creditors’ rights and remedies generally. (c) Neither the execution and delivery of this Agreement by TCBI Pamrapo or the Bank Merger Agreement by Pamrapo Bank, nor the consummation by TCBI Pamrapo or Pamrapo Bank, as the case may be, of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by TCBI Pamrapo or Pamrapo Bank, as the case may be, with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the TCBI Certificate of Incorporation or the TCBI Bylaws their respective governing documents, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Pamrapo or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Pamrapo or any of its Subsidiaries under, 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 TCBI Pamrapo or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violationsany violation, conflictsconflict, breaches breach, default, acceleration, termination, modification or defaults thatcancellation which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIPamrapo or materially impact the terms and conditions or transactions contemplated hereby.

Authority; No Violation. (a) TCBI Each of Mercury, New Holdco, Merger Sub 1 and Merger Sub 2 has full the requisite corporate or limited liability company, as the case may be, power and authority to execute and deliver this Agreement Agreement, approve and adopt the Plan of Merger and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Plan of Merger and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly approved authorized by the Mercury Board and the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effectMerger Sub 1. Except for the approval of this Agreement by Required Mercury Vote, the affirmative vote of a majority calling of the outstanding shares Mercury Shareholder Meeting, the Merger Sub 2 Member Approval, the filing of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), Mercury Charter Amendment with the VSCC and the approval filing of the Bank Plan of Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderand the Articles of First Merger with the VSCC, no other corporate proceedings on the part of TCBI Mercury, New Holdco, Merger Sub 1 or Merger Sub 2 or vote, consent or approval of the shareholders or members of Mercury, New Holdco, Merger Sub 1 or Merger Sub 2 are necessary to approve this Agreement or the Plan of Merger or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by TCBI each of Mercury, New Holdco, Merger Sub 1 and Merger Sub 2 and (assuming due authorization, execution and delivery by IBTXLaxxx) constitutes a the valid and binding obligation of TCBIeach of Mercury, New Holdco, Merger Sub 1 and Merger Sub 2, enforceable against TCBI each of Mercury, New Holdco, Merger Sub 1 and Merger Sub 2 in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability Laws affecting the rights of creditors generally and the availability of equitable remedies remedies). On or prior to the date hereof, the Mercury Board unanimously adopted resolutions (a) determining that this Agreement, the “Enforceability Exceptions”))Mercury Charter Amendment, the Plan of Merger and the transactions contemplated hereby and thereby, including the Mergers and the New Holdco Share Issuance are advisable, fair to, and in the best interests of, Mercury and the Mercury Shareholders, (b) adopting the Plan of Merger and the Mercury 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 Mercury Voting Common Stock vote to approve the Mercury Charter Amendment and the New Holdco Share Issuance. (b) Neither None of the execution and delivery of this Agreement by TCBI Agreement, the Plan of Merger or any of the other Transaction Documents, nor the consummation by TCBI of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by TCBI Mercury, New Holdco, Merger Sub 1 or Merger Sub 2 with any of the terms or provisions hereofhereof or thereof, will (i) violate (A) any provision of the TCBI Certificate Mercury Organizational Documents, (B) any provision of Incorporation New Holdco’s articles of incorporation or bylaws, (C) any provision of Merger Sub 1’s articles of incorporation or bylaws, or (D) any provision of the TCBI Bylaws certificate of formation or limited liability company agreement of Merger Sub 2, or (ii) assuming that the consents consents, approvals and approvals filings referred to in clauses (i) through (iv) of Section 3.4 4.5 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to TCBI Mercury, New Holdco, Merger Sub 1 or Merger Sub 2 or any of its Mercury’s other Subsidiaries or any of their respective properties or assets assets, or (yB) violate, conflict with, require any consent under, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of change adversely any Lien upon any of the respective properties right or assets of TCBI or any of its Subsidiaries under, obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contracts to which TCBI Mercury or any of its Mercury’s Subsidiaries is a party, or by which they or (C) result in the creation of any Lien (other than a Permitted Lien) upon any of their the respective properties or assets may be boundof Mercury or any of Mercury’s Subsidiaries, except with respect to clause (in the case of clauses (xii) and (y) above) for such violations, conflicts, breaches or defaults thatas would not be reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIMercury.

Authority; No Violation. (a) TCBI 5.3.1. New Provident Bancorp, the Mutual Company, Provident Bancorp and Provident Bank each has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by New Provident Bancorp, Mutual Company, Provident Bancorp and Provident Bank and the consummation completion by New Provident Bancorp, Mutual Company, Provident Bancorp and Provident Bank of the Merger transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that New Provident Bancorp, the MergerMutual Company, on the terms Provident Bancorp and conditions set forth in this AgreementProvident Bank, is advisable and in the best interests of TCBI and its shareholdersrespectively, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger)and, and has directed that this Agreement be submitted to TCBI’s shareholders except 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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary shareholders of Provident Bancorp and the Depositors of Provident Bank’s sole shareholder, no other corporate proceedings on the part of TCBI New Provident Bancorp, Mutual Company, Provident Bancorp or Provident Bank are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, up to and including the Merger. This Agreement has been duly and validly executed and delivered by TCBI New Provident Bancorp, the Mutual Company, Provident Bancorp and (assuming due authorizationProvident Bank, execution and delivery the Bank Merger has been duly and validly approved by IBTX) the Board of Directors of Provident Bank, and by New Provident Bancorp and Provident Bancorp in their capacity as sole shareholder of Provident Bank, and subject to approval by the shareholders of Provident Bancorp and the Depositors and receipt of the required approvals of Bank Regulators described in Section 8.4 hereof, constitutes a the valid and binding obligation obligations of TCBINew Provident Bancorp, the Mutual Company, Provident Bancorp and Provident Bank, enforceable against TCBI New Provident Bancorp, the Mutual Company, Provident Bancorp and Provident Bank in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors' rights generally, and as to Provident Bank, the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general applicability affecting the rights principles of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. (bA) Neither the The execution and delivery of this Agreement by TCBI nor New Provident Bancorp, Mutual Company, Provident Bancorp and Provident Bank, (B) subject to receipt of approvals from the Bank Regulators referred to in Section 8.4 hereof, and compliance by New Provident Bancorp, Mutual Company, Provident Bancorp and Provident Bank with any conditions contained therein, and subject to the receipt of the approval of the Depositors and the shareholders of Provident Bancorp, the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by TCBI New Provident Bancorp, Mutual Company, Provident Bancorp and Provident Bank with any of the terms or provisions hereof, hereof will not (i) violate conflict with or result in a breach of any provision of the TCBI Certificate certificate of Incorporation incorporation or bylaws of New Provident Bancorp, Mutual Company, Provident Bancorp or any Provident Bancorp Subsidiary or the TCBI Bylaws or charter and bylaws of Provident Bank; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Provident Bancorp, Mutual Company or any of its Subsidiaries Provident Bancorp Subsidiary or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Provident Bancorp, Mutual Company, Provident Bank or any of its Subsidiaries under, Provident Bancorp Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which TCBI or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults thatunder clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on TCBIProvident Bancorp taken as a whole.

Authority; No Violation. (a) TCBI 5.4.1. Northwest Bancshares has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the required Regulatory Approvals and the Northwest Bancshares Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Northwest Bancshares and the consummation completion by Northwest Bancshares of the Merger transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger)Northwest Bancshares, and has directed that this Agreement be submitted to TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI Northwest Bancshares other than the Northwest Bancshares Stockholder Approval are necessary to approve this Agreement or to consummate the transactions contemplated herebyAgreement. This Agreement has been duly and validly executed and delivered by TCBI Northwest Bancshares, and (assuming subject to MutualFirst Financial Stockholder Approval, Northwest Bancshares Stockholder Approval, receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by IBTX) MutualFirst Financial, constitutes a the valid and binding obligation of TCBINorthwest Bancshares, enforceable against TCBI Northwest Bancshares in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 5.4.2. Subject to the receipt of the Regulatory Approvals, and compliance by MutualFirst Financial and Northwest Bancshares with any conditions contained therein, Northwest Bancshares Stockholder Approval and MutualFirst Stockholder Approval, (bA) Neither the execution and delivery of this Agreement by TCBI nor Northwest Bancshares, (B) the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by TCBI Northwest Bancshares with any of the terms or provisions hereof, hereof will not (i) violate conflict with or result in a breach of any provision of the TCBI Certificate Articles of Incorporation or the TCBI Bylaws of Northwest Bancshares or any Northwest Bancshares Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Northwest Bancshares or any of its Subsidiaries Northwest Bancshares Subsidiary or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Northwest Bancshares or any of its Subsidiaries under, Northwest Bancshares Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which TCBI or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults thatunder clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on TCBINorthwest Bancshares and the Northwest Bancshares Subsidiaries taken as a whole.

Authority; No Violation. (a) TCBI First Place has full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effectFirst Place. Except for action to be taken to complete the approval of this Agreement by the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderMerger, no other corporate proceedings on the part of TCBI First Place are necessary to approve this the Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI First Place and (assuming due authorization, execution and delivery by IBTXOC Financial) constitutes a valid and binding obligation of TCBIFirst Place, enforceable against TCBI First Place in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium, reorganization or fraudulent transfer and similar laws of general applicability affecting the creditors' rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither The Bank has full corporate power and authority to execute, deliver and perform its obligations under the Bank Merger Agreement and to consummate the Subsidiary Merger contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved by the board of directors of the Bank and approved by the sole stockholder of the Bank. No other corporate proceedings on the part of the Bank will be necessary to consummate the transactions contemplated by the Bank Merger Agreement. The Bank Merger Agreement has been duly and validly executed and delivered by the Bank and will (assuming due authorization, execution and delivery by OC Bank) constitutes a valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent transfer and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in SCHEDULE 4.3(C) of the First Place Disclosure Schedules, neither the execution and delivery of this Agreement by TCBI First Place or the Bank Merger Agreement by the Bank, nor the consummation by TCBI First Place or the Bank, as the case may be, of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by TCBI First Place or the Bank, as the case may be, with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the TCBI Certificate of Incorporation or Bylaws of First Place, or the TCBI Certificate of Incorporation or Bylaws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.4 4.4 hereof are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI First Place or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI First Place or any of its Subsidiaries under, 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 TCBI First Place or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violationsany violation, conflictsconflict, breaches breach, default, acceleration, termination, modification or defaults thatcancellation which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIFirst Place or materially impact the terms and conditions or transactions contemplated hereby.

Authority; No Violation. (a) TCBI Seller has full all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents and to consummate or cause to be consummated the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of TCBISeller. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no No other corporate proceedings (including any approvals of Seller’s stockholders) on the part of TCBI Seller are necessary to approve this Agreement or and the other Transaction Documents and to consummate or cause to be consummated the transactions contemplated herebyhereby and thereby. This Agreement has been duly and validly executed and delivered by TCBI Seller and (assuming due authorization, execution and delivery by IBTX) constitutes a Buyer, this Agreement constitutes, and, when executed and delivered by Seller in accordance with this Agreement and assuming the due authorization, execution and delivery thereof by Buyer, the other Transaction Documents will constitute, the valid and binding obligation obligations of TCBISeller, enforceable against TCBI Seller in accordance with its terms (their respective terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, moratoriumreorganization, reorganization receivership, conservatorship, arrangement, moratorium or similar other laws of general applicability affecting or relating to the rights of creditors generally and generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”))and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Intermediate Holdco has all requisite limited liability company power and authority to sell to Buyer the Company Common Stock. No other limited liability company proceedings on the part of Intermediate Holdco are necessary to sell to Buyer the Company Common Stock. (c) Neither the execution and delivery of this Agreement or any of the other Transaction Documents by TCBI Seller nor the consummation by TCBI Seller or Intermediate Holdco of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by TCBI Seller or Intermediate Holdco with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the TCBI Certificate certificates of Incorporation incorporation or bylaws of Seller or the TCBI Bylaws organizational documents of Intermediate Holdco or (ii) assuming that the consents consents, waivers, approvals and approvals notices referred to in Section 3.4 2.4 are duly obtainedobtained or given, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Seller, Intermediate Holdco or the Company or any of its their respective Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underunder or in any payment conditioned, in whole or in part, on consummation of the transactions contemplated hereby, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of TCBI Seller, Intermediate Holdco or the Company or any of its their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which TCBI Seller, Intermediate Holdco or the Company or any of its their respective Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be boundbound or affected, except (in the case of clauses clause (x) and (yii)(y) above) for such violations, conflicts, breaches breaches, defaults or defaults thatthe loss of benefits which, either individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect on TCBIor do not relate to a Material Contract.

Authority; No Violation. (a) TCBI Each of Xxxxxxxx Bancorp and Merger Sub has full corporate power and authority to execute and deliver this Agreement Agreement, and subject to FCB Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Xxxxxxxx Bancorp and Merger Sub and the consummation completion by the Xxxxxxxx Bancorp and Merger Sub of the Merger transactions contemplated hereby have been duly and validly approved by the Board requisite vote of the Boards of Directors of TCBI. The Board Xxxxxxxx Bancorp and Merger Sub and by Xxxxxxxx Bancorp as the sole stockholder of Directors of TCBI has determined that the MergerXxxxxxxx Bank and Merger Sub, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderand, no other corporate proceedings proceeding on the part of TCBI are Xxxxxxxx Bancorp or Merger Sub is necessary to approve this Agreement or to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI Xxxxxxxx Bancorp and (assuming due authorization, execution Merger Sub and delivery by IBTX) constitutes a the valid and binding obligation of TCBIXxxxxxxx Bancorp and Merger Sub, enforceable against TCBI Xxxxxxxx Bancorp and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and as to Xxxxxxxx Bank, the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general applicability affecting principles of equity. No vote or consent of the rights holders of creditors generally any class or series of capital stock of Xxxxxxxx Bancorp is necessary to approve this Agreement or the Mergers or the other transactions contemplated hereby. The vote or consent of Xxxxxxxx Bancorp as the sole stockholder of each of Xxxxxxxx Bank and Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Xxxxxxxx Bank necessary to approve the Bank Merger, all agreements entered into to effect the Bank Merger and the availability of equitable remedies (the “Enforceability Exceptions”))other transactions contemplated hereby or thereby. (b) Neither Subject to the receipt of approvals from the Regulatory Approvals and the compliance with all conditions contained therein, (A) the execution and delivery of this Agreement by TCBI nor Xxxxxxxx Bancorp and Merger Sub, (B) the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by TCBI Xxxxxxxx Bancorp with any all of the terms or provisions hereof, will not: (i) violate conflict with or result in a material breach of any provision of the TCBI Certificate certificates of Incorporation incorporation, charters or the TCBI Bylaws bylaws, or any other governing document, of any of Xxxxxxxx Bancorp, Xxxxxxxx Bank, Merger Sub or any Xxxxxxxx Bancorp Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Xxxxxxxx Bancorp, Xxxxxxxx Bank, Merger Sub or any of its Subsidiaries or any of their respective the properties or assets of Xxxxxxxx Bancorp, Merger Sub or any Xxxxxxxx Bancorp Subsidiary; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Xxxxxxxx Bancorp or any of its Subsidiaries under, Xxxxxxxx Bancorp Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which TCBI any Xxxxxxxx Bancorp or any of its Subsidiaries Xxxxxxxx Bancorp Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (xSection 4.03(b)(ii) and (y) above) 4.03(b)(iii), for such violationsviolations which, conflicts, breaches or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIXxxxxxxx Bancorp.

Authority; No Violation. (a) TCBI Riverview has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the approval of this Agreement by Riverview’s shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Riverview and the consummation by Riverview of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger)Riverview, and has directed that this Agreement be submitted to TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI Riverview, except for the approval of the Riverview shareholders, the execution and delivery of the Bank Plan of Merger by Riverview Bank and the consent of the sole shareholder of Riverview Bank are necessary to approve this Agreement or to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by TCBI Riverview and, subject to (i) approval by the shareholders of Riverview, (ii) receipt of the Regulatory Approvals, and (assuming iii) due authorization, and valid execution and delivery of this Agreement by IBTX) Mid Penn, constitutes a the valid and binding obligation of TCBIRiverview, enforceable against TCBI Riverview in accordance with its terms (terms, except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or moratorium and similar laws of general applicability affecting the creditors’ rights of creditors generally and the availability by general principles of equitable remedies (the “Enforceability Exceptions”))equity. (b) Neither Subject to receipt of Regulatory Approvals, approval by the required vote of Riverview’s and Mid Penn’s shareholders and Riverview’s and Mid Penn’s compliance with any conditions contained therein, (i) the execution and delivery of this Agreement by TCBI nor Riverview, (ii) the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor iii) compliance by TCBI Riverview with any of the terms or provisions hereof, hereof will not (iA) violate conflict with or result in a breach of any provision of the TCBI Certificate articles of Incorporation incorporation or the TCBI Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtainedbylaws of Riverview, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Riverview or any of its Subsidiaries or any of their respective properties or assets assets, or (yC) except as set forth in Riverview Disclosure Schedule 4.3(b), violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien upon any of the respective properties or assets of TCBI or any of its Subsidiaries under, Riverview under 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 TCBI or any of its Subsidiaries Riverview is a party, or by which they Riverview or any of their respective its properties or assets may be boundbound or affected, except except, with respect to (in the case of clauses (xB) and (y) above) C), for such any violations, conflicts, breaches breaches, defaults or defaults thatother occurrences which would not, either individually or in the aggregate, would not reasonably be expected to have constitute a Material Adverse Effect on TCBIEffect.

Authority; No Violation. (a) TCBI Heinz has full corporate power and authority to execute and deliver this Agreement and Agreement, to consummate the transactions contemplated herebyMerger and the other Transactions and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the Merger and the other Transactions have been duly and validly approved and adopted by the Board of Directors of TCBIHeinz Board. The Heinz Board of Directors of TCBI has determined declared the advisability of, and recommended that its shareholders adopt, the MergerNew Heinz Charter, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and New Heinz Charter has directed that this Agreement be submitted to TCBI’s shareholders for approval at a meeting of such shareholders and has been adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote consent of a majority holders of the requisite number of outstanding shares of TCBI Common Xxxxx Xxxxxx Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other Heinz Preferred Stock. No corporate proceedings on the part of TCBI Heinz or any other vote by the holders of any class or series of Heinz Capital Stock are necessary to approve or adopt this Agreement or to consummate the transactions contemplated herebyMerger and the other Transactions (except for the filing of the New Heinz Charter as required by the DGCL). This Agreement has been duly and validly executed and delivered by TCBI Heinz and (assuming due authorization, execution and delivery by IBTXthe other parties hereto) constitutes a the valid and binding obligation of TCBIHeinz, enforceable against TCBI Heinz in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability Laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)remedies). (b) Neither the execution and delivery of this Agreement by TCBI Heinz, Merger Sub I and Merger Sub II nor the consummation by TCBI Heinz, Merger Sub I and Merger Sub II of the transactions contemplated hereby (including Merger or the Merger and the Bank Merger)other Transactions, nor compliance by TCBI Heinz, Merger Sub I and Merger Sub II with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the TCBI Certificate Heinz Charter, the New Heinz Charter, the Heinz By-laws, the New Heinz By-laws, the articles of Incorporation incorporation or by-laws of Merger Sub I or the TCBI Bylaws certificate of formation or limited liability company agreement of Merger Sub II or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 3.04 are duly obtainedobtained and/or made, (xA) violate any laworder, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) or any statute, code, ordinance, rule, regulation, judgment, order, writ, writ or decree or injunction applicable to TCBI or Heinz, any of its the Heinz Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of TCBI or any of its Subsidiaries under, 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 TCBI or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBI.or

Authority; No Violation. (a) TCBI Prior to the execution of this Agreement, DPSG, as sole stockholder of Merger Sub, duly executed and delivered to Merger Sub the Merger Sub Stockholder Consent pursuant to Section 228 of the DGCL. DPSG has full delivered to Maple Parent a copy of the Merger Sub Stockholder Consent, which Merger Sub Stockholder Consent is currently in effect and has not been rescinded. The Merger Sub Stockholder Consent will be effective immediately following the execution of this Agreement. DPSG and Merger Sub have all necessary corporate power and authority to execute and deliver this Agreement Agreement, and, upon the effectiveness of the Merger Sub Stockholder Consent, receipt of the DPSG Stockholders Approval and the accuracy of Maple Parent’s representations and warranties in Section 4.17, to consummate the transactions contemplated herebyMerger and the other Transactions, and to perform their other obligations hereunder. The execution and execution, delivery and, upon the effectiveness of the Merger Sub Stockholder Consent, performance of this Agreement by Merger Sub and the consummation by Merger Sub of the Merger and the other Transactions have been duly and validly approved authorized by all necessary corporate action, and, upon the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’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 the affirmative vote of a majority effectiveness of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderSub Stockholder Consent, no other corporate proceedings on the part of TCBI Merger Sub are necessary to approve authorize the execution, delivery and performance of this Agreement or to consummate the transactions contemplated herebyMerger and the other Transactions. The board of directors of DPSG (the “DPSG Board”) has determined that this Agreement and the Merger and the other Transactions are in the best interests of DPSG and its stockholders, has adopted this Agreement and recommended that its stockholders vote in favor of approving the DPSG Charter Amendment and the DPSG Stock Issuance and has directed that the DPSG Charter Amendment and the DPSG Stock Issuance be submitted to DPSG’s stockholders for approval at a duly held meeting of such stockholders for such purpose (the “DPSG Stockholders Meeting”). Assuming the accuracy of Maple Parent’s representations and warranties in Section 4.17, except for (i) the approval of the DPSG Charter Amendment by the affirmative vote of holders of a majority of the shares of DPSG Common Stock outstanding and entitled to vote thereon and (ii) the approval of the DPSG Stock Issuance by a majority of the shares of the DPSG Common Stock present and which have actually voted at the DPSG Stockholders Meeting ((i) and (ii), collectively, the “DPSG Stockholders Approval”), no other corporate proceedings on the part of DPSG or any other vote by the holders of any class or series of DPSG Capital Stock are necessary to approve or adopt this Agreement or to consummate the Merger and the other Transactions (except for the filing of the appropriate merger documents and the DPSG Charter Amendment as required by the DGCL and except for DPSG Board action to declare the Special Dividend). This Agreement has been duly and validly executed and delivered by TCBI DPSG and Merger Sub and (assuming due authorization, execution and delivery by IBTXMaple Parent and the accuracy of Maple Parent’s representations and warranties in Section 4.17) constitutes a the valid and binding obligation of TCBIDPSG and Merger Sub, enforceable against TCBI DPSG and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)Limitations). (b) Neither the execution and delivery of this Agreement by TCBI DPSG or Merger Sub nor the consummation by TCBI DPSG or Merger Sub of the transactions contemplated hereby (including Merger or the Merger and the Bank Merger)other Transactions, nor compliance by TCBI DPSG or Merger Sub with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of constitute a breach or violation of, or a default under, the TCBI Certificate of Incorporation DPSG Charter or the TCBI Bylaws DPSG By-laws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 5.04 are duly obtainedobtained and/or made, (xA) assuming the accuracy of Maple Parent’s representations and warranties in Section 4.17, violate any law, Injunction or any statute, code, ordinance, rule, regulation, judgment, order, writ, writ or decree or injunction applicable to TCBI DPSG or any DPSG Subsidiary or any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation cancelation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of TCBI DPSG or any of its Subsidiaries DPSG Subsidiary under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which TCBI DPSG or any of its the DPSG Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except except, (1) in the case of clauses clause (x) and (y) above) ii)(A), for such violationsviolations that would not, conflicts, breaches or defaults that, either individually or in the aggregate, would not reasonably be expected to have a DPSG Material Adverse Effect on TCBIand (2) in the case of clause (ii)(B), for any such violations, conflicts, breaches, defaults, terminations, rights of termination or cancelations, accelerations or Liens that would not individually and not in the aggregate with any such other violations, conflicts, breaches, defaults, terminations, rights of termination or cancelations, accelerations or Liens, reasonably be expected to have a DPSG Material Adverse Effect.

Authority; No Violation. (a) TCBI Phoenix has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved authorized by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effectPhoenix Board. Except for the approval of this Agreement by the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderPhoenix Approvals, no other corporate proceedings on the part of TCBI Phoenix or vote, consent or approval of the Phoenix Equityholders are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI Phoenix and (assuming due authorization, execution and delivery by IBTXGeneral, Merger Sub 1, Merger Sub 2 and Merger Sub 3) constitutes a the valid and binding obligation of TCBIPhoenix, enforceable against TCBI Phoenix in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability Laws affecting the rights of creditors generally and the availability of equitable remedies remedies). The Phoenix Board has unanimously adopted resolutions (i) determining that this Agreement and the “Enforceability Exceptions”))transactions contemplated hereby, including the Combination Merger and the Conversion Merger, are advisable, fair to, and in the best interests of, the Phoenix Equityholders, (ii) approving this Agreement and the transactions contemplated hereby, including the Combination Merger and the Conversion Merger, and (iii) recommending that the Phoenix Equityholders execute written consents approving and adopting this Agreement and the transactions contemplated hereby, including the Combination Merger. (b) Neither None of the execution and delivery of this Agreement, the Phoenix Support Agreement, the Standstill Agreement, the Phoenix Registration Rights Amendment, the Registration Rights Agreement by TCBI or the General Support Agreement (collectively, the “Transaction Documents” and each, a “Transaction Document”), nor the consummation by TCBI of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by TCBI any of the parties to such agreements with any of the terms or provisions hereof, hereof or thereof will (i) violate any provision of the TCBI Certificate of Incorporation Phoenix Charter or the TCBI Phoenix Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in clauses (i) through (iv) of Section 3.4 2.4 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to TCBI or Phoenix, any of its Subsidiaries or any of their respective properties or assets or assets, (yB) violate, conflict with, require any consent under, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of change adversely any Lien upon any of the respective properties right or assets of TCBI or any of its Subsidiaries under, obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract or other binding instrument or obligation obligation, whether written or unwritten (collectively, “Contracts”), to which TCBI Phoenix or any of its Subsidiaries is a party, or by which they or (C) result in the creation of any Lien (other than a Permitted Lien) upon any of their the respective properties or assets may be boundof Phoenix or any of its Subsidiaries, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults thatwith respect to clause (ii) that would not be reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIPhoenix.

Authority; No Violation. (a) TCBI Each of ESSA Bancorp and EAC has full corporate power and authority to execute and deliver this Agreement Agreement, and subject to FS Bancorp Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ESSA Bancorp and EAC and the consummation completion by the ESSA Bancorp and EAC of the Merger transactions contemplated hereby have been duly and validly approved by the Board requisite vote of the Boards of Directors of TCBI. The Board ESSA Bancorp and EAC and by ESSA Bancorp as the sole stockholder of Directors of TCBI has determined that the MergerESSA Bank and EAC, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderand, no other corporate proceedings proceeding on the part of TCBI are ESSA Bancorp or EAC is necessary to approve this Agreement or to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI ESSA Bancorp and (assuming due authorizationEAC and, execution subject to the FS Bancorp Stockholder Approval and delivery by IBTX) the receipt of Regulatory Approvals, constitutes a the valid and binding obligation of TCBIESSA Bancorp and EAC, enforceable against TCBI ESSA Bancorp and EAC in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and as to ESSA Bank, the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general applicability affecting principles of equity. No vote or consent of the rights holders of creditors generally any class or series of capital stock of ESSA Bancorp is necessary to approve this Agreement or the Mergers or the other transactions contemplated hereby. The vote or consent of ESSA Bancorp as the sole stockholder of each of ESSA Bank and EAC (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of ESSA Bank necessary to approve the Bank Merger, all agreements entered into to effect the Bank Merger and the availability of equitable remedies (the “Enforceability Exceptions”))other transactions contemplated hereby or thereby. (b) Neither Subject to the receipt of approvals from the Regulatory Approvals and the compliance with all conditions contained therein, (A) the execution and delivery of this Agreement by TCBI nor ESSA Bancorp and EAC, (B) the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by TCBI ESSA Bancorp with any all of the terms or provisions hereof, will not: (i) violate conflict with or result in a material breach of any provision of the TCBI Certificate certificates of Incorporation incorporation, charters or the TCBI Bylaws bylaws, or any other governing document, of any of ESSA Bancorp, EAC or any ESSA Bancorp Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI ESSA Bancorp, EAC or any of its Subsidiaries or any of their respective the properties or assets of ESSA Bancorp, EAC or any ESSA Bancorp Subsidiary; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI ESSA Bancorp or any of its Subsidiaries under, ESSA Bancorp Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which TCBI any ESSA Bancorp or any of its Subsidiaries ESSA Bancorp Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (xSection 4.03(b)(ii) and (y) above) 4.03(b)(iii), for such violationsviolations which, conflicts, breaches or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIESSA Bancorp.

Authority; No Violation. (a) TCBI Commercial Bancshares has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of TCBICommercial Bancshares. The Board of Directors of TCBI Commercial Bancshares has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI Commercial Bancshares and its shareholders, has adopted and approved directed that this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to TCBI’s Commercial Bancshares’ shareholders for approval adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement Commercial Bancshares Shares (the “Requisite TCBI Commercial Bancshares Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI Commercial Bancshares are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI Commercial Bancshares and (assuming due authorization, execution and delivery by IBTXFirst Defiance) constitutes a valid and binding obligation of TCBICommercial Bancshares, enforceable against TCBI Commercial Bancshares in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or their parent companies or the rights of creditors generally and the availability subject to general principles of equitable remedies equity (the “Enforceability Exceptions”)). (b) Neither Subject to the receipt of the Requisite Commercial Bancshares Vote, neither the execution and delivery of this Agreement by TCBI Commercial Bancshares nor the consummation by TCBI Commercial Bancshares of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by TCBI Commercial Bancshares with any of the terms or provisions hereof, will (i) violate any provision of the TCBI Certificate of Incorporation Commercial Bancshares Articles or the TCBI Bylaws Commercial Bancshares Code of Regulations or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 are duly obtainedobtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Commercial Bancshares or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of TCBI Commercial Bancshares or any of its Subsidiaries under, 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 TCBI Commercial Bancshares or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches breaches, defaults, terminations, cancellations, accelerations or defaults thatcreations which, either individually or in the aggregate, would not reasonably be expected likely to have a Material Adverse Effect on TCBICommercial Bancshares.

Authority; No Violation. (a) TCBI Alpena Banking Corporation has full corporate power and authority to execute and deliver this Agreement Agreement, perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Alpena Banking Corporation and the consummation completion by Alpena Banking Corporation of the Merger transactions contemplated hereby have been duly and validly approved by the requisite vote of the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the MergerAlpena Banking Corporation and, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’s shareholders except for approval at a meeting from the shareholders of such shareholders Alpena Banking Corporation and has adopted a resolution to approval by Alpena Banking Corporation as the foregoing effect. Except for the approval sole shareholder of this Agreement by the affirmative vote Bank of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderAlpena, no other corporate proceedings on the part of TCBI Alpena Banking Corporation are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI Alpena Banking Corporation and (assuming due authorization, execution and delivery by IBTX) constitutes a the valid and binding obligation obligations of TCBIAlpena Banking Corporation, enforceable against TCBI Alpena Banking Corporation in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and as to Bank of Alpena the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general applicability affecting the rights principles of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. (b) Neither Subject to the receipt of approvals from the Regulatory Authorities and the compliance by Alpena Banking Corporation and First Federal Bancorp with any conditions contained therein (including the expiration of any applicable waiting period), (A) the execution and delivery of this Agreement by TCBI nor Alpena Banking Corporation, (B) the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by TCBI Alpena Banking Corporation with any of the terms or provisions hereof, will not: (i) violate conflict with or result in a material breach of any provision of the TCBI Certificate Articles of Incorporation or bylaws of Alpena Banking Corporation or the TCBI Bylaws articles of incorporation or bylaws of any Alpena Banking Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Alpena Banking Corporation or any Alpena Banking Subsidiary or any of its Subsidiaries or any of their respective the properties or assets of Alpena Banking Corporation or any Alpena Banking Subsidiary; or (yiii) except as Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI Alpena Banking Corporation or any of its Subsidiaries under, Alpena Banking Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which TCBI Alpena Banking Corporation or any of its Subsidiaries Alpena Banking Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses clause (x) and (yiii) above) , for such violationsviolations which, conflicts, breaches or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIAlpena Banking Corporation. (c) The affirmative vote of the holders of a majority of the outstanding shares of Alpena Banking Corporation Common Stock is the only vote of holders of any class of Alpena Banking Corporation’s capital stock necessary to adopt and approve this Agreement and the transactions contemplated hereby. (d) The board of directors of Alpena Banking Corporation, by resolution duly adopted by the requisite vote of the board of directors at a meeting duly called and held, has (x) determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of Alpena Banking Corporation and its shareholders, and (y) recommended that the shareholders of Alpena Banking Corporation approve this Agreement and directed that such matter be submitted for consideration by the Alpena Banking Corporation shareholders at the Alpena Banking Corporation Shareholders Meeting.

Authority; No Violation. (a) TCBI has First Guaranty Bancshares, First Guaranty Bank and First Guaranty Merger Subsidiary have full corporate power and authority to execute and deliver this Agreement and First Guaranty Bancshares, First Guaranty Bank and First Guaranty Merger Subsidiary have full corporate power and authority to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by First Guaranty Bancshares, First Guaranty Bank and First Guaranty Merger Subsidiary and the consummation completion by First Guaranty Bancshares, First Guaranty Bank and First Guaranty Merger Subsidiary of the Merger transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of TCBIFirst Guaranty Bancshares, First Guaranty Bank and First Guaranty Merger Subsidiary. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no No other corporate proceedings or stockholder action on the part of TCBI First Guaranty Bancshares, First Guaranty Bank or First Guaranty Merger Subsidiary are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI First Guaranty Bancshares, First Guaranty Bank and (First Guaranty Merger Subsidiary and assuming due authorization, execution and delivery of this Agreement by IBTX) Greensburg Bancshares, this Agreement constitutes a the valid and binding obligation of TCBIFirst Guaranty Bancshares, First Guaranty Bank and First Guaranty Merger Subsidiary, enforceable against TCBI First Guaranty Bancshares, First Guaranty Bank and First Guaranty Merger Subsidiary in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and as to First Guaranty Bank , the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general applicability affecting the rights principles of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. (bA) Neither the The execution and delivery of this Agreement by TCBI nor First Guaranty Bancshares, First Guaranty Bank and First Guaranty Merger Subsidiary, as applicable, (B) subject to receipt of the Regulatory Approvals, and Greensburg Bancshares’s compliance with any conditions contained therein, the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by TCBI First Guaranty Bancshares, First Guaranty Bank and First Guaranty Merger Subsidiary with any of the terms or provisions hereof, will not (i) violate conflict with or result in a breach of any provision of the TCBI Certificate articles of Incorporation incorporation or the TCBI Bylaws bylaws of First Guaranty Bancshares, First Guaranty Bank or First Guaranty Merger Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI First Guaranty Bancshares or any of its Subsidiaries First Guaranty Bank or First Guaranty Merger Subsidiary or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI First Guaranty Bancshares, First Guaranty Bank or any of its Subsidiaries under, First Guaranty Merger Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which TCBI First Guaranty Bancshares, First Guaranty Bank or any of its Subsidiaries First Guaranty Merger Subsidiary is a party, or by which they or any of their respective properties or assets may be bound, bound or affected except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults thatin clause (B) or (C) hereof which, either either, individually or in the aggregate, would aggregate will not reasonably be expected to have a Material Adverse Effect on TCBIFirst Guaranty Bancshares, First Guaranty Bank or First Guaranty Merger Subsidiary.

Authority; No Violation. (a) TCBI has New England Bancshares and Valley Bank have full corporate power and authority to execute and deliver this Agreement and New England Bancshares and Valley Bank have full corporate power and authority to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by New England Bancshares and Valley Bank and the consummation completion by New England Bancshares and Valley Bank of the Merger transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of TCBINew England Bancshares and Valley Bank. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no No other corporate proceedings on the part of TCBI New England Bancshares or Valley Bank are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI New England Bancshares and (assuming due authorization, execution Valley Bank and delivery by IBTX) this Agreement constitutes a the valid and binding obligation of TCBINew England Bancshares and Valley Bank, enforceable against TCBI New England Bancshares and Valley Bank in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors' rights generally, and as to Valley Bank, the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general applicability affecting the rights principles of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. (bi) Neither the The execution and delivery of this Agreement by TCBI nor New England Bancshares and Valley Bank, as applicable, (ii) subject to receipt of the Regulatory Approvals, and Apple Valley's compliance with any conditions contained therein, the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor iii) compliance by TCBI New England Bancshares and Valley Bank with any of the terms or provisions hereof, will not (iA) violate conflict with or result in a breach of any provision of the TCBI Articles of Incorporation or Bylaws of New England Bancshares, or the Articles of Incorporation, Charter or Certificate of Incorporation or the TCBI and Bylaws or of any New England Bancshares Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI New England Bancshares or any of its Subsidiaries New England Bancshares Subsidiary or any of their respective properties or assets assets; or (yC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI New England Bancshares or any of its Subsidiaries New England Bancshares Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which TCBI New England Bancshares or any of its Subsidiaries New England Bancshares Subsidiary is a party, or by which they or any of their respective properties or assets may be bound, bound or affected except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults thatin clause (B) or (C) hereof which, either either, individually or in the aggregate, would aggregate will not reasonably be expected to have a Material Adverse Effect on TCBINew England Bancshares or Valley Bank.

Authority; No Violation. (a) TCBI DCB has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all consents, waivers and approvals described in DCB Disclosure Schedule 3.4 and approval of the Agreement and the Merger by the holders of DCB Common Stock as required by DCB’s articles of incorporation and bylaws and the MGCL, to consummate the transactions contemplated herebyContemplated Transactions and to otherwise comply with its obligations under this Agreement. The execution and delivery of this Agreement by DCB and the consummation by DCB of the Merger Contemplated Transactions, up to and including the Merger, have been duly and validly approved authorized by the Board board of Directors directors of TCBI. The Board DCB and, except for approval by the holders of Directors DCB Common Stock as required by DCB’s articles of TCBI has determined that the Merger, on the terms incorporation and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement bylaws and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderMGCL, no other corporate proceedings on the part of TCBI DCB are necessary to approve this Agreement or to consummate the transactions contemplated herebyContemplated Transactions. This Agreement has been duly and validly executed and delivered by TCBI and (DCB and, assuming the due authorization, execution and delivery by IBTX) constitutes a valid and binding obligation of TCBI, enforceable against TCBI in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by TCBI nor OLB, constitutes the valid and binding obligation of DCB, enforceable against DCB in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The execution and delivery of this Agreement by DCB, the consummation by TCBI of the transactions contemplated hereby (including the Merger Contemplated Transactions, and the Bank Merger), nor compliance by TCBI DCB with any of the terms or provisions hereof, subject to the receipt of all consents described in DCB Disclosure Schedule 3.4, the approval of this Agreement and the Merger by the holders of DCB Common Stock as required by DCB’s articles of incorporation and bylaws and the MGCL, DCB’s and OLB’s compliance with any conditions contained in this Agreement, and compliance by DCB or any DCB Subsidiary with any of the terms or provisions hereof, do not and will not: (i) violate Conflict with or result in a breach of any provision of the TCBI Certificate of Incorporation or the TCBI Bylaws or DCB Governing Documents; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate Violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to TCBI DCB or any of its Subsidiaries DCB Subsidiary or any of their respective properties or assets assets, except where such violation would not have a Material Adverse Effect; or (iii) Except as described in DCB Disclosure Schedule 3.3(b) or (y) pursuant to which consent or notification is required as set forth in DCB Disclosure Schedule 3.4, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of of, or a right of termination or cancellation underacceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien upon any of the respective properties or assets of TCBI DCB or any of its Subsidiaries under, DCB Subsidiary under any of the terms, terms or conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which TCBI DCB or any of its Subsidiaries DCB Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for where such violationstermination, conflicts, breaches acceleration or defaults that, either individually or in the aggregate, creation would not reasonably be expected to have a Material Adverse Effect on TCBIDCB. (c) Damascus has all requisite corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the receipt of all consents described in DCB Disclosure Schedule 3.4, to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly authorized by the board of directors of Damascus and, other than the approval of the Bank Merger Agreement by DCB as the sole stockholder of Damascus as required by Law, no further corporate proceedings of Damascus are needed to execute and deliver the Bank Merger Agreement and consummate the transactions contemplated thereby. DCB, as the sole stockholder of Damascus, shall promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement will be duly executed by Damascus on the date of this Agreement. The Bank Merger Agreement has been duly authorized and, upon due authorization, execution and delivery by Damascus, will be a legal, valid and binding agreement of Damascus enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. At the Closing, all other agreements, documents and instruments to be executed and delivered by Damascus that are referred to in the Bank Merger Agreement, if any, will have been duly executed and delivered by Damascus and, assuming due authorization, execution and delivery by the counterparties thereto, will constitute the legal, valid and binding obligations of Damascus, enforceable against Damascus in accordance with their respective terms and conditions, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and by general equitable principles. (d) The approval of the Agreement and the Merger by the holders of DCB Common Stock is the only vote of holders of any class of DCB capital stock necessary to adopt and approve this Agreement and the Contemplated Transactions. The affirmative vote of Persons holding at least two-thirds of the issued and outstanding shares of DCB Common Stock as of the record date for the DCB Common Stockholders’ Meeting is required to approve the Agreement and the Merger under the MGCL and DCB’s articles of incorporation and bylaws. (e) DCB’s board of directors, by resolution duly adopted by the unanimous vote of the entire board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions, including the Merger, are advisable and are in the best interests of DCB and its stockholders, (ii) authorized and approved this Agreement and the Contemplated Transactions, (iii) directed that the Agreement and the Merger be submitted for consideration at the DCB Common Stockholders’ Meeting, and (iv) recommended that its stockholders approve this Agreement and the Merger.

Authority; No Violation. (a) TCBI Each of ESSA Bancorp and EAC has full corporate power and authority to execute and deliver this Agreement Agreement, and subject to EN Bancorp Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ESSA Bancorp and EAC and the consummation completion by the ESSA Bancorp and EAC of the Merger transactions contemplated hereby have been duly and validly approved by the Board requisite vote of the Boards of Directors of TCBI. The Board ESSA Bancorp and EAC and by ESSA Bancorp as the sole shareholder of Directors of TCBI has determined that the MergerESSA Bank and EAC, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderand, no other corporate proceedings proceeding on the part of TCBI are ESSA Bancorp or EAC is necessary to approve this Agreement or to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI ESSA Bancorp and (assuming due authorizationEAC and, execution subject to the EN Bancorp Shareholder Approval and delivery by IBTX) the receipt of Regulatory Approvals, constitutes a the valid and binding obligation of TCBIESSA Bancorp and EAC, enforceable against TCBI ESSA Bancorp and EAC in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and as to ESSA Bank, the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general applicability affecting principles of equity. No vote or consent of the rights holders of creditors generally any class or series of capital stock of ESSA Bancorp is necessary to approve this Agreement or the Mergers or the other transactions contemplated hereby. The vote or consent of ESSA Bancorp as the sole shareholder of each of ESSA Bank and EAC (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of ESSA Bank necessary to approve the Bank Merger, all agreements entered into to effect the Bank Merger and the availability of equitable remedies (the “Enforceability Exceptions”))other transactions contemplated hereby or thereby. (b) Neither Subject to the receipt of approvals from the Regulatory Approvals and the compliance with all conditions contained therein, (A) the execution and delivery of this Agreement by TCBI nor ESSA Bancorp and EAC, (B) the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by TCBI ESSA Bancorp with any all of the terms or provisions hereof, will not: (i) violate conflict with or result in a material breach of any provision of the TCBI Certificate certificates of Incorporation incorporation, charters or the TCBI Bylaws bylaws, or any other governing document, of any of ESSA Bancorp, EAC or any ESSA Bancorp Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI ESSA Bancorp, EAC or any of its Subsidiaries or any of their respective the properties or assets of ESSA Bancorp, EAC or any ESSA Bancorp Subsidiary; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI ESSA Bancorp or any of its Subsidiaries under, ESSA Bancorp Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which TCBI any ESSA Bancorp or any of its Subsidiaries ESSA Bancorp Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (xSection 4.03(b)(ii) and (y) above) 4.03(b)(iii), for such violationsviolations which, conflicts, breaches or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIESSA Bancorp.

Authority; No Violation. (a) TCBI Ridgewood has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Ridgewood and the consummation completion by Ridgewood of the Merger transactions contemplated hereby have been duly and validly approved by the Board requisite vote of the Boards of Directors of TCBI. The Board of Directors of TCBI has determined that the MergerRidgewood and, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBI’s shareholders except 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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderstockholders of Ridgewood Financial and, if required, the depositors of Ridgewood Savings, no other corporate proceedings on the part of TCBI Ridgewood are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by TCBI Ridgewood, the MHC Merger has been duly and (assuming due authorizationvalidly approved by the Board of Directors of Ridgewood MHC, execution the Mid-Tier Merger has been duly and delivery validly approved by IBTX) the Board of Directors of Ridgewood Financial, and the MHC Merger, Mid-Tier Merger, Interim Merger and Bank Merger have been duly and validly approved by the Board of Directors of Ridgewood Savings and, subject to approval by the stockholders of Ridgewood Financial and, if required, the depositors of Ridgewood Savings and receipt of the required approvals of the Regulatory Authorities, constitutes a the valid and binding obligation obligations of TCBIRidgewood Savings, Ridgewood Financial and Ridgewood MHC, enforceable against TCBI them in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors' rights generally, and as to Ridgewood Savings, the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general applicability affecting the rights principles of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. (b) Neither Subject to the receipt of approvals from the Regulatory Authorities referred to in Section 5.03 hereof and the compliance by Ridgewood and Provident with any conditions contained therein, (A) the execution and delivery of this Agreement by TCBI nor Ridgewood, (B) the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by TCBI Ridgewood with any of the terms or provisions hereof, will not (i) violate conflict with or result in a material breach of any provision of the TCBI Certificate certificate of Incorporation incorporation or bylaws of Ridgewood Financial or any Ridgewood Subsidiary or the TCBI Bylaws or charter and bylaws of Ridgewood MHC; (ii) assuming that to the consents and approvals referred to in Section 3.4 are duly obtainedbest knowledge of Ridgewood, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Ridgewood or any of its Subsidiaries or any of their respective the properties or assets of Ridgewood; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI or any of its Subsidiaries under, Ridgewood under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which TCBI or any of its Subsidiaries Ridgewood is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (xii) and (yiii) above) above for such violationsviolations which, conflicts, breaches or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIRidgewood.

Authority; No Violation. (a) TCBI Except for consents and approvals of, filings or registrations with, or notices to the Registrar, the Shareholders of Seller, and Seller in its capacity as the sole shareholder of the Priority Subs (collectively, the "SELLER APPROVALS"), no consents, approvals, filings or registrations with or notices to any third party or any Governmental Authority are necessary on behalf of Seller, the Shareholders or the Priority Subs in connection with (i) the execution and delivery by Seller and the Shareholders of this Agreement and any other agreement contemplated hereby and (ii) the consummation by Seller and the Shareholders of the Merger and Amalgamation and the other transactions contemplated hereby or thereby. Subject to receipt of the Seller Approvals, Seller has the full corporate power and authority to execute and deliver this Agreement and such other agreements and to consummate the Merger and Amalgamation and other transactions contemplated herebyhereby or thereby in accordance with the terms hereof or thereof. The execution and delivery of this Agreement and the consummation of the Merger any other agreement contemplated hereby have been duly and validly approved by the Board of Directors of TCBI. The Board Seller in accordance with the Constitution (if any) of Directors of TCBI has determined that the Merger, on the terms Seller and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby with applicable Laws (including the Mergeras hereinafter defined), and has directed that this Agreement be submitted to TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderSeller Approvals, no other corporate proceedings on the part of TCBI Seller or the Priority Subs are necessary for the Seller and the Shareholders to approve execute and deliver this Agreement or to consummate and any other agreement contemplated hereby and be bound by the transactions contemplated herebyterms hereof and thereof. This Agreement has been and such other agreements will be duly and validly executed and delivered by TCBI Seller and the Shareholders and constitutes (assuming due authorization, execution and delivery by IBTXor will constitute when executed) constitutes a the valid and binding obligation of TCBI, Seller and Shareholders enforceable against TCBI Seller and Shareholders in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))their terms. (b) Neither the execution and delivery of this Agreement or any other agreement contemplated by TCBI this Agreement by Seller or either Shareholder, nor the consummation by TCBI Seller and the Shareholders of the Merger and Amalgamation and the other transactions contemplated hereby (including or thereby in accordance with the Merger and the Bank Merger)terms hereof or thereof, nor compliance by TCBI Seller and the Shareholders with any of the terms or provisions hereofhereof or thereof, will will: (i) assuming that the Seller Approvals are duly obtained, violate any provision of the TCBI Certificate of Incorporation Seller's Constitution or the TCBI Bylaws or other operating agreement, if any; (ii) assuming that the consents and approvals referred to in Section 3.4 Seller Approvals are duly obtained, (x) violate any law, foreign or domestic statute, code, ordinance, rule, regulation, judgment, order, writ, ruling, decree or injunction of any Governmental Authority (collectively, "LAWS") applicable to TCBI Seller, any of its Subsidiaries, either Shareholder or any of its Subsidiaries or any of their respective properties or assets assets; or (yiii) except as set forth in Seller Disclosure Schedule 4.3, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, mortgage, security interest, pledge, charge, other right of third parties in the nature of a security interest or other encumbrance (collectively "LIENS") upon any of the respective properties or assets of TCBI or any of its Subsidiaries under, 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 TCBI or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBI.respective

Authority; No Violation. (a) TCBI Bridge has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of TCBIBridge. The Board of Directors of TCBI Bridge has determined directed that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI 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 TCBIBridge’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except Special Meeting and, except for the approval of this Agreement by the affirmative vote holders of a majority of the outstanding shares of TCBI Bridge Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholderStock, no other corporate proceedings on the part of TCBI Bridge (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 contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by TCBI Bridge and (assuming due authorization, execution and delivery of this Agreement by IBTXWAL) constitutes will constitute valid and binding obligations of Bridge, enforceable against Bridge in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, receivership, conservatorship or other similar laws affecting creditors’ rights and remedies generally. (b) Bridge Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of Bridge Bank and by Bridge as the sole shareholder of Bridge Bank. No other corporate proceedings on the part of Bridge Bank will be necessary to consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery by Bridge Bank, will be duly and validly executed and delivered by Bridge Bank and will (assuming due authorization, execution and delivery by WAB) constitute a valid and binding obligation of TCBIBridge Bank, enforceable against TCBI Bridge Bank in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratoriumreceivership, reorganization conservatorship or other similar laws of general applicability affecting the creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (bc) Neither Except as disclosed in Section 3.3(c) of the Bridge Disclosure Schedule, neither the execution and delivery of this Agreement by TCBI Bridge, nor of the Bank Merger Agreement by Bridge Bank, nor the consummation by TCBI Bridge or Bridge Bank, as the case may be, of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by TCBI Bridge or Bridge Bank with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the TCBI Certificate charter or bylaws of Incorporation or the TCBI Bylaws Bridge and each of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to TCBI or any Bridge and each of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of TCBI or any Bridge and each of its Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Bridge Contract to which TCBI or any Bridge and each of its Subsidiaries is a party, or by which they Bridge or any of their respective Bridge’s properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches bound or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on TCBIaffected.

Authority; No Violation. (a) TCBI Mid Penn has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Regulatory Approvals and the approval of this Agreement by Mid Penn’s shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Mid Penn and the consummation by Mid Penn of the transactions contemplated hereby, including the Merger have been duly and validly approved by the Board of Directors of TCBI. The Board of Directors of TCBI has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCBI and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger)Mid Penn, and has directed that this Agreement be submitted to TCBI’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 the affirmative vote of a majority of the outstanding shares of TCBI Common Stock entitled to vote on this Agreement (the “Requisite TCBI Vote”), and the approval of the Bank Merger Agreement by TCBI as TCBI Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of TCBI Mid Penn, except for the approval of Mid Penn’s shareholders, the execution and delivery of the Bank Plan of Merger by Mid Penn Bank and the consent of the sole shareholder of Mid Penn Bank, are necessary to approve this Agreement or to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by TCBI Mid Penn and, subject to the receipt of the Regulatory Approvals and (assuming approval by the required vote of Mid Penn’s shareholders and due authorization, and valid execution and delivery of this Agreement by IBTX) Riverview, constitutes a the valid and binding obligation of TCBIMid Penn, enforceable against TCBI Mid Penn in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. (b) Neither Subject to receipt of Regulatory Approvals, approval by the required vote of Mid Penn’s shareholders and Riverview’s and Mid Penn’s compliance with any conditions contained herein, (i) the execution and delivery of this Agreement by TCBI nor Mid Penn, (ii) the consummation by TCBI of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor iii) compliance by TCBI Mid Penn with any of the terms or provisions hereof, hereof will not (iA) violate conflict with or result in a breach of any provision of the TCBI Certificate articles of Incorporation incorporation or the TCBI Bylaws bylaws of Mid Penn or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtainedany similar governing documents of any of Mid Penn’s Subsidiaries, including Mid Penn Bank, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to TCBI Mid Penn or any of its Subsidiaries Mid Penn Subsidiary or any of their respective properties or assets assets, or (yC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien upon any of the respective properties or assets of TCBI Mid Penn or any of its Subsidiaries under, Mid Penn Subsidiary under 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 TCBI or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except except, with respect to (in the case of clauses (xB) and (y) above) C), for such any violations, conflicts, breaches breaches, defaults or defaults thatother occurrences which would not, either individually or in the aggregate, would not reasonably be expected to have constitute a Material Adverse Effect on TCBIEffect.