Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) Rand has full corporate power and authority to execute and deliver this Agreement and to consummate the Stock Purchase. The execution and delivery of this Agreement, the Management Agreements and the consummation of the Stock Purchase have been duly and validly approved by the Rand Board. This Agreement has been duly and validly executed and delivered by Rand and (assuming due authorization, execution and delivery by East) constitutes the valid and binding obligation of Rand, enforceable against Rand in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand nor the consummation by Rand of the Stock Purchase, nor compliance by Rand with any of the terms or provisions of this Agreement or the Management Agreements, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate or Rand Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule are duly obtained and/or made, (A) violate any Law applicable to Rand or its Subsidiary, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand or its Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand or its Subsidiary is a party or by which either of them or any of their respective properties or assets is bound (collectively, the “Rand Contracts”).

Authority; No Violation. (a) Rand SLIC has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Stock PurchaseTransactions. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Transactions have been duly and validly approved by the Rand SLIC Board, including, after separate meetings and discussion, all of the Independent Directors of SLIC. The SLIC Board, including, after separate meetings and discussion, all of the Independent Directors of SLIC, has unanimously (i) determined that (A) this Agreement and the terms of the Mergers and the other Transactions are advisable and in the best interests of SLIC and (B) the interests of SLIC’s existing stockholders will not be diluted (as provided under Rule 17a-8 promulgated under the Investment Company Act) as a result of the Transactions, (ii) approved the SLIC Matters, (iii) directed that the SLIC Matters be submitted to SLIC’s stockholders for adoption and approval by written consent or at a duly held meeting of such stockholders (the “SLIC Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of SLIC adopt and approve the SLIC Matters (such recommendation, the “SLIC Board Recommendation”). Except for receipt of (i) the affirmative vote of (x) the holders of a majority of all outstanding shares of SLIC Common Stock and (y) the holders of a majority of the outstanding shares of SLIC Preferred Stock, voting as a separate class, to approve the SLIC Matters at a duly held meeting of SLIC stockholders or (ii) the unanimous written consent of the holders of outstanding shares of SLIC Common Stock and SLIC Preferred Stock (the “SLIC Requisite Vote”), the Mergers and the other Transactions have been authorized by all necessary corporate action on the part of SLIC. This Agreement has been duly and validly executed and delivered by Rand SLIC and (assuming due authorization, execution and delivery by EastPIF, Merger Sub, and Adviser) constitutes the valid and binding obligation of RandSLIC, enforceable against Rand SLIC in accordance with its terms, terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand SLIC, nor the consummation by Rand SLIC of the Stock PurchaseTransactions, nor compliance by Rand with any of the terms or provisions performance of this Agreement or the Management Agreementsby SLIC, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate SLIC Charter or Rand the SLIC Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (ivSection 3.3(a) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.4 are duly obtained and/or made, (A) violate any Law or Order applicable to Rand SLIC or any of its Subsidiary, Consolidated Subsidiaries or (B) except as would not, individually or set forth in the aggregate, have a Material Adverse Effect on Randany Contract that was Previously Disclosed, 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 or without the giving of 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, require the consent, approval or authorization of, or notice to or filing with any third party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Rand SLIC or any of its Subsidiary Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement Contract or other instrument or obligation to which Rand SLIC or any of its Subsidiary Consolidated Subsidiaries is a party or by which either any of them or any of their respective properties or assets is bound except, with respect to clause (collectivelyii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the “Rand Contracts”)aggregate, reasonably be expected to be material to SLIC and its Consolidated Subsidiaries, taken as a whole. Section 3.3(b) of the SLIC Disclosure Schedule sets forth, to SLIC’s knowledge, any material consent fees payable to a third party in connection with the Mergers.

Authority; No Violation. (a) Rand SCB 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 Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby (including the Merger, the Bank Merger, and the SCB Bylaw Amendment) have been duly and validly approved by the Rand SCB Board. The SCB Board has (i) determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of SCB and its shareholders, (ii) resolved to recommend that SBC’s shareholders approve the principal terms of this Agreement and the SCB Bylaw Amendment, (iii) has directed that this Agreement and the transactions contemplated hereby be submitted to SCB’s shareholders for approval at a meeting of such shareholders, and (iv) has adopted resolutions to the foregoing effect. Except for (x) the SCB Shareholder Approval, (y) the adoption and approval of the Bank Merger Agreement by the BSC Bank Board and SCB as BSC Bank’s sole shareholder and (z) the adoption of resolutions to give effect to the provisions of Section 7.11 in connection with the Closing, no other corporate proceedings on the part of SCB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand SCB and (assuming due authorization, execution and delivery by EastCBC) constitutes the a valid and binding obligation of RandSCB, enforceable against Rand SCB in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”. The shares of SCB Common Stock to be issued in the Merger have been validly authorized (subject to receipt of the SCB Shareholder Approval), when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SCB or any other Person will have any preemptive right or similar rights in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand SCB, nor the consummation by Rand SCB of the Stock Purchasetransactions contemplated hereby, including the Bank Merger, nor compliance by Rand SCB with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate SCB Articles or Rand the SCB Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 6.04 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand SCB or any of its Subsidiary, Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand SCB or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand SCB or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on SCB.

Authority; No Violation. (ai) Rand Limestone 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 Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Parent Merger and the Subsidiary Bank Merger have been duly and validly approved by the Rand BoardBoard of Directors of Limestone. The Board of Directors of Limestone has determined, subject to Section 6.06 of this Agreement, that the Parent Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Limestone and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Limestone’s shareholders for approval (with the Limestone Board of Directors’ recommendation in favor of approval) at a meeting of the shareholders, and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of each class of Limestone Common Stock (the “Requisite Limestone Vote”), and the adoption and approval of the Subsidiary Bank Merger Agreements by Limestone as sole shareholder of Limestone Bank, no other corporate proceedings on the part of Limestone are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand Limestone and (assuming due authorization, execution and delivery by EastPeoples) constitutes the a valid and binding obligation of RandLimestone, enforceable against Rand Limestone in accordance with its terms, terms (except in all cases as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”equitable remedies). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (cii) Neither the execution and delivery of this Agreement or the Management Agreements by Rand Limestone nor the consummation by Rand Limestone of the Stock Purchasetransactions contemplated hereby, including the Parent Merger and the Subsidiary Bank Merger, nor compliance by Rand Limestone with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (iA) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate Limestone Articles or Rand Bylaws, Limestone Bylaws or (iiB) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(iSection 5.01(d) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule are duly obtained and/or madeobtained, (A1) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Limestone or its Subsidiary, any Limestone Subsidiaries or any of their respective properties or assets or (B2) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 payments, rebates, or reimbursements required under, or result in the creation of any Lien upon any of the respective properties or assets of Rand Limestone or its Subsidiary any Limestone Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Limestone or its any Limestone Subsidiary is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clause (2) above) for such violations, conflicts, breaches or defaults which would not, either individually or in the “Rand Contracts”)aggregate, reasonably be expected to have a Material Adverse Effect on Limestone.

Authority; No Violation. (a) Rand Parent has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger (including the Bank Merger and the Charter Amendment) have been duly and validly approved by the Rand BoardBoard of Directors of Parent. The Board of Directors of Parent has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Parent and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Parent’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (i) the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock, (ii) the approval of the issuance of shares of Parent Common Stock in connection with the Merger as contemplated by this Agreement by a vote of the majority of votes cast at the Parent Meeting and (iii) the approval of the Charter Amendment by a vote of the majority of the shares of Parent Common Stock entitled to vote thereon (collectively, the “Requisite Parent Vote”), the adoption, approval and filing of a Certificate of Designation with respect to the Parent Series A Preferred Stock with the Delaware Secretary, the adoption and approval of the Bank Merger Agreement by Parent as its sole stockholder, and the adoption of resolutions to give effect to the provisions of Section 6.11 in connection with the Closing, no other corporate proceedings on the part of Parent are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand Parent and (assuming due authorization, execution and delivery by Eastthe Company) constitutes the a valid and binding obligation of RandParent, enforceable against Rand Parent in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Parent Common Stock to be issued in the Merger have been validly authorized (subject to the adoption of the Merger Agreement by the holders of Parent Common Stock), insolvencywhen issued, fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past stockholder of Parent will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand Parent, nor the consummation by Rand Parent of the Stock Purchasetransactions contemplated hereby, including the Bank Merger, nor compliance by Rand Parent with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Parent Certificate or Rand the Parent Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Parent, any of its Subsidiaries or its Subsidiary, any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Parent or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Parent or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clause (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Rand 5.3.1. SR Bancorp and Somerset Bank each has all full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Stock Purchasetransactions contemplated hereby, and each has full corporate power and authority to consummate the Conversion. The execution and delivery of this AgreementAgreement by SR Bancorp and Somerset Bank and the completion by SR Bancorp and Somerset Bank of the transactions contemplated hereby, up to and including the Conversion, the Management Agreements Charter Conversion, the Merger and the consummation of the Stock Purchase Bank Merger, have been duly and validly approved by the Rand BoardBoards of Directors of SR Bancorp and Somerset Bank, respectively, and, except for approval of the Conversion by the Depositors of Somerset Bank, no other corporate proceedings on the part of SR Bancorp or Somerset Bank are necessary to complete the transactions contemplated hereby, up to and including the Conversion, the Charter Conversion and the Merger. This Agreement has been duly and validly executed and delivered by Rand SR Bancorp and (assuming due authorizationSomerset Bank, execution and delivery the Bank Merger and Bank Merger Agreement has been duly and validly approved by East) the Board of Directors of Somerset Bank, and subject to approval of the Conversion by the Depositors of Somerset Bank and receipt of the required approvals of Bank Regulators described in Section 8.4, constitutes the valid and binding obligation obligations of RandSR Bancorp and Somerset Bank, enforceable against Rand SR Bancorp and Somerset Bank in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)Enforceability Exceptions. (bA) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or by SR Bancorp, and Somerset Bank, (B) subject to receipt of the Management Agreements approvals and consents referred to in Sections 5.4 and 8.4, and compliance with any conditions contained therein, and subject to the receipt of the approval of the Conversion by Rand nor the Depositors of Somerset Bank, the consummation by Rand of the Stock Purchasetransactions contemplated hereby, nor and (C) compliance by Rand SR Bancorp and Somerset Bank with any of the terms or provisions of this Agreement or the Management Agreements, hereof: will not (i) assuming the completion conflict with or result in a breach of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate articles of incorporation or Rand Bylawsbylaws of SR Bancorp, the certificate of incorporation and bylaws of Somerset Bank, or the charter and bylaws of any Somerset Bank Subsidiary or; (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule are duly obtained and/or made, (A) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand SR Bancorp, Somerset Bank or its Subsidiary, any Somerset Bank Subsidiary or any of their respective properties or assets; or (Biii) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand SR Bancorp, Somerset Bank or its any Somerset Bank Subsidiary under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument investment or obligation to which Rand or its Subsidiary any of them is a party party, or by which either of them they or any of their respective properties or assets is may be bound or affected, except for such violations, conflicts, breaches or defaults under clause (collectivelyii) or (iii) hereof which, either individually or in the “Rand Contracts”)aggregate, will not have a Material Adverse Effect on SR Bancorp or Somerset Bank taken as a whole.

Authority; No Violation. (a) Rand South State has full corporate power and authority to execute and deliver this Agreement and to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger have been duly and validly approved by the Rand BoardBoard of Directors of South State. The Board of Directors of South State has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of South State and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to South State’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval of this Agreement by the affirmative vote of two-thirds of the votes entitled to be cast on this Agreement by the holders of South State Common Stock (the “South State Merger Vote”) and (ii) the approval of the South State Articles Amendment by the affirmative vote of two-thirds of the votes entitled to be cast on the South State Articles Amendment by the holders of South State Common Stock (the “South State Authorized Share Capital Vote” and, together with the South State Merger Vote, the “Requisite South State Vote”), and subject to the approval of the Bank Merger Agreement by South State as South State Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of South State are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand South State and (assuming due authorization, execution and delivery by EastCenterState) constitutes the a valid and binding obligation of RandSouth State, enforceable against Rand South State in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of South State Common Stock to be issued in the Merger have been validly authorized (subject to the receipt of the Requisite South State Vote), insolvencyand when issued, fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past shareholder of South State will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand South State, nor the consummation by Rand South State of the Stock Purchasetransactions contemplated hereby (including the Merger and the Bank Merger), nor compliance by Rand South State with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate South State Articles or Rand Bylaws, the South State Bylaws or the articles or certificate of incorporation or bylaws (or similar organizational documents) of any South State Subsidiary or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand South State or any of its Subsidiary, Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand South State or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand South State or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults that either individually or in the “Rand Contracts”)aggregate would not reasonably be expected to have a Material Adverse Effect on South State.

Authority; No Violation. (a) Rand TCPC has full all requisite corporate power and Merger Sub has all limited liability company power and each of TCPC and Merger Sub has the authority to execute and deliver this Agreement and to consummate the Stock PurchaseTransactions. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Transactions have been duly authorized by all necessary action of the TCPC Board and validly the board of managers of Merger Sub. The TCPC Board (on the recommendation of the TCPC Special Committee) has unanimously (i) determined that (A) this Agreement and the terms of the Merger and the related Transactions are advisable and in the best interests of TCPC and (B) the interests of TCPC’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved this Agreement and the Transactions, (iii) approved the TCPC Matters, (iv) directed that the approval of the TCPC Matters be submitted to TCPC’s stockholders for approval at a duly held meeting of such stockholders (the “TCPC Stockholders Meeting”) and (v) resolved to recommend that the stockholders of TCPC approve the TCPC Matters. Except for receipt of the approval of at least a majority of the shares of TCPC Common Stock represented and voting to approve the TCPC Matters at the TCPC Stockholders Meeting (the “TCPC Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate or limited liability company action on the Rand Boardpart of TCPC and Merger Sub. This Agreement has been duly and validly executed and delivered by Rand TCPC and Merger Sub and (assuming due authorization, execution and delivery by EastBCIC and the Advisors) constitutes the valid and binding obligation of Randeach of TCPC and Merger Sub, enforceable against Rand each of TCPC and Merger Sub in accordance with its terms, terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Enforceability Exception”). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement by TCPC or the Management Agreements by Rand Merger Sub, nor the consummation by Rand TCPC or Merger Sub of the Stock PurchaseTransactions, nor compliance by Rand with any of the terms or provisions performance of this Agreement by TCPC or the Management AgreementsMerger Sub, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate TCPC Certificate, TCPC Bylaws or Rand Bylaws, the certificate of formation or limited liability company agreement of Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (ivSection 4.3(a) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or made, (A) violate any Law or Order applicable to Rand TCPC or any of its Subsidiary, Consolidated Subsidiaries or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 or without the giving of 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, require the consent, approval or authorization of, or notice to or filing with any third party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Rand TCPC or any of its Subsidiary Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement Contract or other instrument or obligation to which Rand TCPC or any of its Subsidiary Consolidated Subsidiaries is a party or by which either any of them or any of their respective properties or assets is bound except, with respect to clause (collectivelyii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the “Rand Contracts”)aggregate, reasonably be expected to be material to TCPC and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the TCPC Disclosure Schedule sets forth, to TCPC’s Knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) Rand MDLY has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the MDLY Stockholder Approval, to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby have been duly and validly authorized and approved by MDLY Board. MDLY Board, acting upon the Rand Boardrecommendation of the MDLY Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, MDLY and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to the stockholders of MDLY for its adoption, (iv)recommended that the stockholders of MDLY approve the adoption of this Agreement, and (v) resolved to include such recommendation in the Joint Proxy Statement/Prospectus (the “MDLY Board Recommendation”). Except for the approval and adoption of MDLY Matters by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of MDLY Common Stock entitled to vote at such meeting (the “MDLY Stockholder Approval”), no other corporate proceedings on the part of MDLY are necessary to approve the Merger, this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand MDLY and (assuming due authorization, execution and delivery by EastSIC) constitutes the valid and binding obligation of RandMDLY, enforceable against Rand MDLY in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand MDLY nor the consummation by Rand MDLY of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand MDLY with any of the terms or provisions of this Agreement or the Management AgreementsAgreement, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand MDLY Certificate or Rand MDLY Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or made, (A) violate any Applicable Law applicable to Rand MDLY or any of its SubsidiarySubsidiaries, or any of their respective properties or assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on RandMDLY, 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 Rand MDLY or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand MDLY or any of its Subsidiary Subsidiaries is a party or by which either any of them or any of their respective properties or assets is bound (collectively, the “Rand MDLY Contracts”).

Authority; No Violation. (a) Rand First Financial 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 Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger have been duly and validly approved by the Rand BoardBoard of Directors of First Financial. The Board of Directors of First Financial has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of First Financial and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First Financial’s shareholders for adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding shares of First Financial Common Stock (the “Requisite First Financial Vote”) and the adoption and approval of the Bank Merger Agreement by First Financial Bank and First Financial as its sole shareholder, and the adoption of resolutions to give effect to the provisions of Section 6.11 in connection with the Closing, no other corporate proceedings on the part of First Financial are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand First Financial and (assuming due authorization, execution and delivery by EastMainSource) constitutes the a valid and binding obligation of RandFirst Financial, enforceable against Rand First Financial in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of First Financial Common Stock to be issued in the Merger have been validly authorized (subject to the adoption of the Merger Agreement by the holders of First Financial Common Stock), insolvencywhen issued, fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past shareholder of First Financial will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand First Financial, nor the consummation by Rand First Financial of the Stock Purchasetransactions contemplated hereby, including the Bank Merger, nor compliance by Rand First Financial with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate First Financial Articles or Rand Bylawsthe First Financial Regulations, or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand First Financial, any of its Subsidiaries or its Subsidiary, any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand First Financial or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand First Financial or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clause (y) above) for such violations, conflicts, breaches or defaults which either individually or in the “Rand Contracts”)aggregate would not reasonably be expected to have a Material Adverse Effect on First Financial. (c) First Financial Bank has adopted the Bank Merger Agreement, First Financial, as the sole shareholder of First Financial Bank, shall promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by First Financial Bank.

Authority; No Violation. (a) Rand Sterling has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the Rand BoardBoard of Directors of Sterling. The Board of Directors of Sterling has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Sterling and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Sterling’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (i) the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Sterling Common Stock entitled to vote on this Agreement (the “Requisite Sterling Vote”) and (ii) the adoption and approval of the Bank Merger Agreement by the Board of Directors of Sterling Bank and Sterling as Sterling Bank’s sole stockholder, no other corporate proceedings on the part of 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 Rand Sterling and (assuming due authorization, execution and delivery by EastWxxxxxx) constitutes the a valid and binding obligation of RandSterling, enforceable against Rand Sterling in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand Sterling nor the consummation by Rand Sterling of the Stock Purchasetransactions contemplated hereby, including the Bank Merger, nor compliance by Rand Sterling with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Sterling Certificate or Rand Bylaws, the Sterling Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Sterling or any of its Subsidiary, Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Sterling or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Sterling or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on Sterling.

Authority; No Violation. (a) Rand AUB 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 Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger have been duly and validly approved by the Rand BoardBoard of Directors of AUB. The Board of Directors of AUB, acting with the approval of not less than 66 2/3% of the number of members of the Board of Directors, has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of AUB and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger and the issuance of the shares of AUB Common Stock constituting the Merger Consideration pursuant to this Agreement (the “AUB Share Issuance”), and has directed that this Agreement and the AUB Share Issuance) be submitted to AUB’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 (including the AUB Share Issuance) by the affirmative vote of holders of a majority of all votes entitled to be cast at a meeting called therefor (the “Requisite AUB Vote”), and subject to the approval of the Bank Merger Agreement by the Board of Directors of AUB Subsidiary Bank and AUB as AUB Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of AUB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand AUB and (assuming due authorization, execution and delivery by EastSASR) constitutes the a valid and binding obligation of RandAUB, enforceable against Rand AUB in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of AUB Common Stock to be issued in the Merger will, insolvencyupon issuance and delivery at the Closing, fraudulent transferbe validly authorized (subject to the receipt of the Requisite AUB Vote), moratoriumand when issued, reorganization will be validly issued, fully paid and nonassessable, and no current or past shareholder of AUB will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand AUB, nor the consummation by Rand AUB of the Stock Purchasetransactions contemplated hereby (including the Merger and the Bank Merger), nor compliance by Rand AUB with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate AUB Articles or Rand Bylaws, the AUB Bylaws or the articles or certificate of incorporation or bylaws (or similar organizational documents) of any AUB Subsidiary or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule ‎4.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand AUB or any of its Subsidiary, Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand AUB or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand AUB or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or Lien creations that either individually or in the “Rand Contracts”)aggregate would not reasonably be expected to have a Material Adverse Effect on AUB.

Authority; No Violation. (a) Rand Parent has full corporate power and authority to execute and deliver this Agreement and to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger have been duly and validly approved by the Rand BoardBoard of Directors of Parent. The Board of Directors of Parent has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Parent and its stockholders, and has directed that this Agreement and the transactions contemplated hereby and the amendment of the Parent Articles in accordance with Section 4.3(a)(i) of the Parent Disclosure Schedule (the “Parent Charter Amendment” and, together with the adoption of this Agreement and the transactions contemplated hereby, the “Parent Stockholder Matters”) be submitted to Parent’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement and the transactions contemplated hereby and the approval of the Parent Charter Amendment, in each case, by the affirmative vote of the holders of shares of Parent Common Stock entitling them to exercise a majority of the voting power of Parent on such matter (collectively, the “Requisite Parent Vote”) and the adoption of resolutions to give effect to the provisions of Section 6.11 in connection with the Closing, no other corporate proceedings on the part of Parent are necessary to approve this Agreement or to consummate the Merger. This Agreement has been duly and validly executed and delivered by Rand Parent and (assuming due authorization, execution and delivery by Eastthe Company) constitutes the a valid and binding obligation of RandParent, enforceable against Rand Parent in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Parent Common Stock and New Parent Preferred Stock to be issued in the Merger have been validly authorized and, insolvencywhen issued, fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past stockholder of Parent will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand Parent, nor the consummation by Rand Parent of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand Parent with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate Parent Articles or Rand the Parent Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) Section 3.3 and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or made, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Parent, any of its Subsidiaries or its Subsidiary, any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Parent or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Parent or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which either individually or in the “Rand Contracts”)aggregate would not reasonably be likely to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Rand MDLY has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the MDLY Stockholder Approval, to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby have been duly and validly authorized and approved by the Rand MDLY Board. The MDLY Board, acting upon the recommendation of the MDLY Special Committee, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, MDLY and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to the stockholders of MDLY for its adoption, (iv) recommended that the stockholders of MDLY approve the adoption of this Agreement, and (v) resolved to include such recommendation in the Joint Proxy Statement/Prospectus (the “MDLY Board Recommendation”). Except for the approval and adoption of MDLY Matters by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of MDLY Common Stock entitled to vote at such meeting (the “MDLY Stockholder Approval”), no other corporate proceedings on the part of MDLY are necessary to approve the Merger, this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand MDLY and (assuming due authorization, execution and delivery by EastSIC) constitutes the valid and binding obligation of RandMDLY, enforceable against Rand MDLY in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand MDLY nor the consummation by Rand MDLY of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand MDLY with any of the terms or provisions of this Agreement or the Management AgreementsAgreement, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand MDLY Certificate or Rand MDLY Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or made, (A) violate any Applicable Law applicable to Rand MDLY or any of its SubsidiarySubsidiaries, or any of their respective properties or assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on RandMDLY, 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 Rand MDLY or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand MDLY or any of its Subsidiary Subsidiaries is a party or by which either any of them or any of their respective properties or assets is bound (collectively, the “Rand MDLY Contracts”).

Authority; No Violation. (a) Rand SuperMedia has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation by SuperMedia of the Stock Purchase transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Rand BoardBoard of Directors of SuperMedia. The Board of Directors of SuperMedia has determined that this Agreement and the transactions contemplated hereby are in the best interests of SuperMedia and its stockholders, has adopted, approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the adoption of this Agreement (the “SuperMedia Recommendation”) and, subject to Section 6.12(c) hereof, has directed that this Agreement and the transactions contemplated by this Agreement be submitted to SuperMedia’s stockholders for approval and adoption at a duly held meeting of such stockholders. Except for the approval of this Agreement and the transactions contemplated by this Agreement by the affirmative vote of a majority of all the votes entitled to be cast by holders of outstanding SuperMedia Common Stock (the “SuperMedia Stockholder Approval”), no vote of the stockholders and no other corporate proceedings on the part of SuperMedia are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand SuperMedia and (assuming due authorization, execution and delivery by EastDex and Merger Sub) constitutes the valid and binding obligation of RandSuperMedia, enforceable against Rand SuperMedia in accordance with its terms, terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”equitable remedies). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand SuperMedia nor the consummation by Rand SuperMedia of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand SuperMedia with any of the terms or provisions of this Agreement or the Management AgreementsAgreement, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii)SuperMedia Stockholder Approval is obtained, violate any provision of the Rand Certificate SuperMedia Charter or Rand Bylaws, the SuperMedia Bylaws or any equivalent organizational documents of any SuperMedia Subsidiary or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule are 3.4 shall have been duly obtained and/or mademade prior to the SuperMedia Effective Time and any waiting period required thereunder shall have been terminated or expired prior to the SuperMedia Effective Time, (A) violate any Law or Order applicable to Rand SuperMedia, any SuperMedia Subsidiary or its Subsidiary, any of their respective properties or assets or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 termination, amendment 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 Rand SuperMedia or its any SuperMedia Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation (collectively, “Contracts”) to which Rand SuperMedia or its any SuperMedia Subsidiary is a party party, or by which either of them they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on SuperMedia. (c) Notwithstanding anything in this Agreement to the contrary, to the extent the accuracy of SuperMedia’s representations and warranties set forth in this Section 3.3 is bound (collectivelybased on the accuracy of Dex’s representations and warranties in Section 4.26, SuperMedia’s representations and warranties in Section 3.3 shall be limited to the “Rand Contracts”)extent affected by any inaccuracy in Section 4.26.

Authority; No Violation. (a) Rand Each of GBDC and Merger Sub has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Stock PurchaseTransactions. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Transactions have been duly and validly approved by the Rand GBDC Board, including, after separate meetings and discussion, all of the Independent Directors of GBDC, and the board of directors of Merger Sub. The GBDC Board, including, after separate meetings and discussion, all of the Independent Directors of GBDC, has unanimously (i) determined that (A) this Agreement and the terms of the Merger and the Transactions are advisable and in the best interests of GBDC and (B) determined that the interests of GBDC’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved the GBDC Matters, (iii) directed that the GBDC Matters be submitted to GBDC’s stockholders for approval at a duly held meeting of such stockholders (the “GBDC Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of GBDC adopt and approve the GBDC Matters (such recommendation, the “GBDC Board Recommendation”). Except for obtaining from GBDC’s stockholders the GBDC Requisite Vote to approve the GBDC Matters, the Merger and the other Transactions have been authorized by all necessary corporate action on the part of GBDC. This Agreement has been duly and validly executed and delivered by Rand GBDC and Merger Sub and (assuming due authorization, execution and delivery by EastGBDC 3 and GC Advisors) constitutes the valid and binding obligation of Randeach of GBDC and Merger Sub, enforceable against Rand each of GBDC and Merger Sub in accordance with its terms, terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement by GBDC or the Management Agreements by Rand Merger Sub, nor the consummation by Rand GBDC or Merger Sub of the Stock PurchaseTransactions, nor compliance by Rand with any of the terms or provisions performance of this Agreement by GBDC or the Management AgreementsMerger Sub, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate GBDC Charter, GBDC Bylaws or Rand Bylaws, the bylaws or charter of Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (ivSection 4.3(a) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or made, (A) violate any Law or Order applicable to Rand GBDC or any of its Subsidiary, Consolidated Subsidiaries or (B) except as would not, individually or set forth in the aggregate, have a Material Adverse Effect on Randany Contract that was Previously Disclosed, 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 or without the giving of 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, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Rand GBDC or any of its Subsidiary Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement Contract or other instrument or obligation to which Rand GBDC or any of its Subsidiary Consolidated Subsidiaries is a party or by which either any of them or any of their respective properties or assets is bound except, with respect to clause (collectivelyii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the “Rand Contracts”)aggregate, reasonably be expected to be material to GBDC and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the GBDC Disclosure Schedule sets forth, to GBDC’s knowledge, any material consent fees payable to a third party in connection with the Mergers.

Authority; No Violation. (a) Rand Each of Berkshire and Commerce Acquisition Sub, Inc. has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Restated Certificate of Incorporation and the consummation of the Stock Purchase transactions contemplated hereby (including the proposed New Or Revised Equity Incentive Plan) have been duly and validly approved by the Rand BoardBoard of Directors of Berkshire and Commerce Acquisition Sub, Inc. and by Berkshire, as the sole stockholder of Commerce Acquisition Sub, Inc. The Board of Directors of Berkshire has determined that the transactions contemplated hereby, on the terms and conditions set forth in this Agreement, are advisable to and in the best interests of Berkshire and its stockholders, adopted, approved and declared advisable this Agreement and the transactions contemplated hereby (including the Merger and the Berkshire Share Issuance), has directed that the Berkshire Share Issuance, the Restated Certificate of Incorporation and the New Or Revised Equity Incentive Plan be submitted to Berkshire’s stockholders for approval at a meeting of such stockholders, has recommended that its stockholders approve the Berkshire Share Issuance and has adopted resolutions to the foregoing effect. The Board of Directors of Commerce Acquisition Sub, Inc. has determined that the transactions contemplated hereby, on the terms and conditions set forth in this Agreement, are advisable to and in the best interests of Commerce Acquisition Sub, Inc. and its sole stockholder, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger and the Holdco Merger), has directed that this Agreement be submitted to Commerce Acquisition Sub, Inc.’s sole stockholder for approval, and has adopted resolutions to the foregoing effect. Except for (i) the approval, at a meeting of the stockholders of Berkshire at which a quorum exists, of (A) the Berkshire Share Issuance by a majority of all the votes cast by the holders of outstanding Berkshire Common Stock, (B) the Restated Certificate of Incorporation by a majority of the holders of outstanding shares of Berkshire Common Stock, and (C) the approval of a new equity incentive plan or amendments to the Berkshire Hills Bancorp, Inc. 2022 Equity Incentive Plan, as recommended by a mutually-agreed upon independent compensation consultant and as approved by the Boards of Directors of Berkshire and Brookline (“New Or Revised Equity Incentive Plan”), no other corporate proceedings on the part of Berkshire are necessary to approve this Agreement or to consummate the transactions contemplated hereby. The form of the Berkshire Hills Bancorp, Inc. Restated Certificate of Incorporation is attached hereto as Exhibit B (the approval in clause (i), the “Requisite Berkshire Vote”), (ii) the authorization of the execution of the Bank Merger Agreement by the Board of Directors of Berkshire Bank and the approval of the Bank Merger Agreement by Berkshire as Berkshire Bank’s sole stockholder, (iii) if applicable, an advisory (non-binding) vote on the compensation that may be paid or become payable to Berkshire’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement and (iv) 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 Berkshire or Commerce Acquisition Sub, Inc. are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand Berkshire and Commerce Acquisition Sub, Inc. and (assuming due authorization, execution and delivery by EastBrookline) constitutes the a valid and binding obligation of RandBerkshire and Commerce Acquisition Sub, Inc., enforceable against Rand Berkshire and Commerce Acquisition Sub, Inc. in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Berkshire Common Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite Berkshire Vote), insolvencywhen issued, fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past stockholder of Berkshire will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement by Berkshire or the Management Agreements by Rand Commerce Acquisition Sub, Inc., nor the consummation by Rand Berkshire or Commerce Acquisition Sub, Inc. of the Stock Purchasetransactions contemplated hereby (including the Merger, the Holdco Merger, the Bank Merger and the Berkshire Share Issuance), nor compliance by Rand Berkshire or Commerce Acquisition Sub, Inc. with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Berkshire Certificate, Berkshire Bylaws, Commerce Acquisition Sub, Inc. Certificate or Rand Commerce Acquisition Sub, Inc. Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Berkshire, Commerce Acquisition Sub, Inc., any of the Berkshire Subsidiaries or its Subsidiary, any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Berkshire, Commerce Acquisition Sub, Inc. or its Subsidiary any of the Berkshire Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Berkshire, Commerce Acquisition Sub, Inc. or its Subsidiary any of the Berkshire Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on Berkshire.

Authority; No Violation. (a) Rand TCF has full corporate power and authority to execute and deliver this Agreement and to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger have been duly and validly approved by the Rand BoardBoard of Directors of TCF. The Board of Directors of TCF has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of TCF and has directed that this Agreement and the transactions contemplated hereby be submitted to TCF’s shareholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of TCF Common Stock entitled to vote on this Agreement (the “Requisite TCF Vote”), and the adoption and approval of the Bank Merger Agreement by the board of directors of TCF National Bank and TCF as its sole shareholder, no other corporate proceedings on the part of TCF are necessary to approve this Agreement or to consummate the transactions contemplated hereby. No vote of holders of TCF Preferred Stock is required to approve this Agreement or the transactions contemplated hereby in accordance with Section 703a(2)(e) of the MBCA, and the Board of Directors of TCF has made the determination referenced therein. This Agreement has been duly and validly executed and delivered by Rand TCF and (assuming due authorization, execution and delivery by EastHuntington) constitutes the a valid and binding obligation of RandTCF, enforceable against Rand TCF in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or their parent companies or the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)). (b) The Rand Board has determined that this Agreement and Subject to the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 receipt of the Investment Company ActRequisite TCF Vote, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither neither the execution and delivery of this Agreement or the Management Agreements by Rand TCF nor the consummation by Rand TCF of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand TCF with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate TCF Articles or Rand Bylaws, the TCF Bylaws or comparable governing documents of any TCF Subsidiary or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.4 are duly obtained and/or made, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand TCF or any of its Subsidiary, Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand TCF or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand TCF or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the “Rand Contracts”)aggregate, would not reasonably be likely to have a Material Adverse Effect on TCF.

Authority; No Violation. (a) Rand Each of Parent and Merger Sub has full the corporate power and authority to execute and deliver this Agreement and to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement by Parent and Merger Sub and the consummation of the Stock Purchase transactions contemplated hereby have been duly and validly approved by the Rand Board of Directors of Parent (the “Parent Board”), the Board of Directors of Merger Sub (the “Merger Sub Board”) and Parent, as the sole stockholder of Merger Sub. The Parent Board and the Merger Sub Board have determined that this Agreement and the transactions contemplated hereby are in the best interests of Parent and Merger Sub and their respective stockholders and the Parent Board has directed that this Agreement and the transactions contemplated hereby and the issuance of the Merger Consideration (the “Share Issuance”) be submitted to Parent’s stockholders for approval at a duly held meeting of such stockholders (the “Parent Stockholders Meeting”) and, except for approval of this Agreement and the transactions contemplated hereby and the Share Issuance by a majority of the holders of Parent Common Stock, present in person or by proxy at the Parent Stockholder Meeting (“Parent Stockholder Approval”), no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand Parent and by Merger Sub and (assuming due authorization, execution and delivery by Eastthe Company) constitutes constitute the valid and binding obligation obligations of RandParent and Merger Sub, enforceable against Rand Parent and Merger Sub in accordance with its terms, their terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement by Parent or the Management Agreements by Rand Merger Sub, nor the consummation by Rand of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand Parent or Merger Sub, as applicable, with any of the terms or provisions of this Agreement or the Management AgreementsAgreement, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate or Rand Parent Charter, the Parent Bylaws, the Merger Sub Charter or the Merger Sub Bylaws or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or made, (A) violate any Injunction or Law applicable to Rand Parent, any of the Parent Subsidiaries or its Subsidiary, any of their respective properties or assets or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Parent or its Subsidiary any of the Parent Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Parent or its Subsidiary any of the Parent Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is may be bound or affected, except for such violations, conflicts, breaches or defaults referred to in clause (collectivelyii) that would not, individually or in the “Rand Contracts”)aggregate, have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Rand Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers and the issuance of shares of Parent Common Stock Purchase in connection with the First-Step Merger, have been duly and validly approved by the Rand BoardBoard of Directors of Parent, and the execution and delivery of this Agreement and the consummation of the First-Step Merger have been duly and validly approved by the Board of Directors of Merger Sub. No other corporate proceedings or approvals on the part of Parent are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand Parent and Merger Sub and (assuming due authorization, execution and delivery by Eastthe Company) constitutes the a valid and binding obligation of RandParent and Merger Sub, enforceable against Rand Parent and Merger Sub in accordance with its terms, terms (except in all cases as may be limited by bankruptcythe Enforceability Exceptions). The shares of Parent Common Stock to be issued in the First-Step Merger have been validly authorized and, insolvencywhen issued in accordance with the terms of this Agreement, fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past stockholder of Parent will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests None of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement by Parent or the Management Agreements by Rand nor Merger Sub, the consummation by Rand Parent or Merger Sub of the Stock Purchasetransactions contemplated hereby, nor the consummation by Parent Bank of the Bank Mergers and compliance by Rand Parent or Merger Sub with any of the terms or provisions of this Agreement or the Management Agreements, hereof will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Parent Certificate. the Parent Bylaws, the Merger Sub Certificate or Rand Bylaws, the Merger Sub Bylaws or any governing or organizational document of any Parent Subsidiary or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law applicable to Rand Parent, any of its Subsidiaries or its Subsidiary, any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Parent or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Parent or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of this clause (y)) for such violations, conflicts, breaches or defaults which, either individually or in the “Rand Contracts”aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. (c) The Board of Directors of Parent Bank has adopted each of the Bank Merger Agreements. Parent, as the sole shareholder of Parent Bank, has adopted and approved each of the Bank Merger Agreements, and each of the Bank Merger Agreements has been duly executed by Parent Bank and (assuming due authorization, execution and delivery by each of TBOD and VPB) constitutes a valid and binding obligation of Parent Bank, enforceable against Parent Bank in accordance with its terms (except in all cases on such enforceability may be limited by the Enforceability Exception).

Authority; No Violation. (a) Rand Flagstar 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 Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby have been duly and validly approved by the Rand BoardBoard of Directors of Flagstar. The Board of Directors of Flagstar has determined that the transactions contemplated hereby, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of Flagstar and its shareholders, has approved, adopted and declared advisable this Agreement and the transactions contemplated hereby (including the Merger, the Holdco Merger and the Bank Merger), has directed that this Agreement and the transactions contemplated hereby be submitted to Flagstar’s shareholders for approval and adoption at a meeting of such shareholders, has recommend that its shareholders approve and adopt this Agreement and the transactions contemplated hereby and has adopted resolutions to the foregoing effect. The Board of Directors of Flagstar Bank has determined that the Bank Merger, on the terms and conditions set forth in the Bank Merger Agreement, is advisable and in the best interests of Flagstar Bank and its sole shareholder, has adopted and approved the Bank Merger Agreement and the Bank Merger, has directed that the Bank Merger Agreement be submitted to Flagstar Bank’s sole shareholder for approval, and has adopted resolutions to the foregoing effect. Except for (i) the adoption and approval of this Agreement by the affirmative vote of a majority of the outstanding shares of Flagstar Common Stock entitled to vote on this Agreement (the “Requisite Flagstar Vote”), (ii) the adoption and approval of the Bank Merger Agreement by Flagstar as Flagstar Bank’s sole shareholder, and (iii) if applicable, the submission to the shareholders of Flagstar of an advisory (non-binding) vote on the compensation that may be paid or become payable to Flagstar’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement, no other corporate proceedings on the part of Flagstar are necessary to approve and adopt this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand Flagstar and (assuming due authorization, execution and delivery by EastNYCB and Merger Sub) constitutes the a valid and binding obligation of RandFlagstar, enforceable against Rand Flagstar in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, forbearance, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depositary institutions or their parent companies or the rights of creditors generally and subject to general principles the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand Flagstar nor the consummation by Rand Flagstar of the Stock Purchasetransactions contemplated hereby (including the Merger and the Bank Merger), nor compliance by Rand Flagstar with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate Flagstar Charter, the Flagstar Bylaws or Rand Bylawsthe amended and restated organizational certificate (as amended) or bylaws of Flagstar Bank, or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.4 are duly obtained and/or made, (A) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Flagstar or its Subsidiaryany of the Flagstar Subsidiaries or any of their respective properties or assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Flagstar or its Subsidiary any of the Flagstar Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Flagstar or its Subsidiary any of the Flagstar Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (A) and (B) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that would not reasonably be expected to have, either individually or in the “Rand Contracts”)aggregate, a Material Adverse Effect on Flagstar.

Authority; No Violation. (a) Rand GCBS has full corporate power and authority to execute and deliver this Agreement and and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of GCBS Common Stock, to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby have been duly and validly approved by the Rand BoardBoard of Directors of GCBS. The Board of Directors of GCBS determined that the Merger is advisable and in the best interest of GCBS and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GCBS’s shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of GCBS Common Stock, no other corporate proceedings on the part of GCBS are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand GCBS and (assuming due authorization, execution and delivery by EastCVBG) constitutes the valid and binding obligation obligations of RandGCBS, enforceable against Rand GCBS in accordance with its terms, terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”equitable remedies). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery by GCBS of this Agreement or the Management Agreements by Rand nor the consummation by Rand GCBS of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand GCBS with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate GCBS Articles or Rand Bylaws, Bylaws of GCBS or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand GCBS, any of its Subsidiaries or its Subsidiary, Non-Subsidiary Affiliates or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand GCBS, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand GCBS, any of its Subsidiaries or its Non-Subsidiary Affiliates is a party party, or by which either of them they or any of their respective properties or assets is may be bound or affected, except (collectivelyin the case of clause (ii) above) for such violations, conflicts, breaches or defaults which, either individually or in the “Rand Contracts”)aggregate, will not have a Material Adverse Effect on GCBS.

Authority; No Violation. (a) Rand Target has full corporate power and authority to execute and deliver this Agreement and, subject in the case of (i) the consummation of the Merger to the receipt of the Requisite Target Vote and (ii) the adoption and approval of the Bank Merger Agreement by Target as the sole shareholder of Target Bank (which Target shall effect promptly after the date hereof), to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby have been duly and validly approved by the Rand Boardboard of directors of Target. The board of directors of Target determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Target and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Target’s shareholders for approval at a meeting of such shareholders and, except for the approval of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority of the outstanding shares of Target Common Stock entitled to vote at the Target Shareholders’ Meeting (the “Requisite Target Vote”) and the adoption and approval of the Bank Merger Agreement by Target as the sole shareholder of Target Bank, no other corporate proceedings on the part of Target or Target Bank are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand Target and (assuming due authorization, execution and delivery by EastParent and Merger Sub) constitutes the a valid and binding obligation of RandTarget, enforceable against Rand Target in accordance with its terms, terms (except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”equitable remedies). (b) The Rand Board has determined that this Agreement and Subject to the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 receipt of the Investment Company ActRequisite Target Vote, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither neither the execution and delivery of this Agreement or the Management Agreements by Rand Target, nor the consummation by Rand Target or any of its Subsidiaries, as applicable, of the Stock Purchasetransactions contemplated hereby (including the Mergers and the Bank Merger), nor compliance by Rand Target or any of its Subsidiaries with any of the terms or provisions hereof or any of this Agreement or the Management Agreementsterms and provisions of any agreement contemplated hereby, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate Target Articles or Rand Bylawsthe bylaws of Target or the organizational documents of any of its Subsidiaries, or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or or made, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Target or any of its Subsidiary, Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Target or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Target or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is may be bound or affected, except in the case of clause (collectivelyii) above for such violations, conflicts, breaches, losses, defaults, terminations, cancellations, accelerations, or Liens which would not, either individually or in the “Rand Contracts”)aggregate, reasonably be expected to have a Material Adverse Effect on Target.

Authority; No Violation. (a) Rand CIT has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the approval of CIT's shareholders, to consummate the Stock Purchasetransactions contemplated hereby and by the Plan of Arrangement. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby and by the Plan of Arrangement, and the execution of the DKB Voting Agreement by CIT, have been duly and validly approved by the Rand BoardBoard of Directors of CIT. The Board of Directors of CIT has directed that the issuance of shares of CIT Common Stock pursuant to this Agreement and the Plan of Arrangement and upon conversion of Exchangeable Shares be submitted to CIT's shareholders for approval at a meeting of such shareholders and, except for the approval of the issuance of such shares by the requisite vote of CIT's shareholders, no other corporate proceedings on the part of CIT are necessary to approve this Agreement and the Plan of Arrangement and to consummate the transactions contemplated hereby and thereby. This Agreement has and the Plan of Arrangement have been duly and validly executed and delivered by Rand CIT and (assuming due authorization, execution and delivery by EastNewcourt) each of this Agreement and the Plan of Arrangement constitutes the a valid and binding obligation of RandCIT, enforceable against Rand CIT in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and Except as set forth in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 5.3(b) of the Investment Company ActCIT Disclosure Schedule, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither neither the execution and delivery of this Agreement or the Management Agreements by Rand CIT, nor the consummation by Rand CIT of the Stock Purchasetransactions contemplated hereby or by the Plan of Arrangement, nor compliance by Rand CIT with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate of Incorporation or Rand BylawsBy-Laws of CIT, (ii) violate the articles of incorporation or by-laws or similar governing documents of any of the CIT Subsidiaries or (iiiii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 5.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, mandatory government policy, judgment, order, writ, decree or injunction applicable to Rand CIT or any of its SubsidiarySubsidiaries or any of their respective Properties, or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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, require any payment under, result in the termination of or a right of termination or cancellation under, accelerate or permit the creation of an obligation to accelerate the performance required by, result in the loss of any benefit under, or result in a right of first refusal or option to purchase or acquire, or result in the creation of any Lien Encumbrance (other than any Permitted Encumbrance) upon any of the respective properties Properties of CIT or assets any of Rand or its Subsidiary the CIT Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, loan or credit agreement or other agreement or other instrument or obligation to which Rand CIT or its Subsidiary any of the CIT Subsidiaries is a party party, or by which either of them they or any of their respective properties Properties may be bound or assets is bound (collectively, the “Rand Contracts”)affected.

Authority; No Violation. (a) Rand has Sterling and Sterling Bank have full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of Sterling and the receipt of the Consents of the Regulatory Authorities, to consummate the Stock Purchasetransactions contemplated hereby. The Boards of Directors of Sterling and Sterling Bank have duly and validly approved this Agreement and the transactions contemplated hereby, have authorized the execution and delivery of this Agreement, the Management Agreements have directed that this Agreement and the consummation transactions contemplated hereby be submitted to Sterling’s shareholders for approval at a meeting of such shareholders and, except for the Stock Purchase have been duly and validly approved adoption of such Agreement by Sterling’s shareholders, no other corporate proceeding on the Rand Boardpart of Sterling or Sterling Bank is necessary to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Rand and (assuming due authorization, execution and delivery by East) Roma and Roma Bank), constitutes the a valid and binding obligation of RandSterling and Sterling Bank, and, subject to approval by the shareholders of Sterling and receipt of the Consents of the Regulatory Authorities, will be enforceable against Rand Sterling and Sterling Bank in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization receivership or similar laws of general applicability relating to or affecting the enforcement of creditors’ rights of creditors generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to general principles the discretion of equity (the “Bankruptcy and Equity Exception”)court before which any proceeding may be brought. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests None of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (cx) Neither the execution and delivery of this Agreement by Sterling or the Management Agreements by Rand nor Sterling Bank, (y) the consummation by Rand Sterling or Sterling Bank of the Stock Purchasetransactions contemplated hereby, nor or (z) compliance by Rand Sterling, Sterling Bank or any Sterling Subsidiary with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate of Incorporation or Rand BylawsBylaws of Sterling or Sterling Bank or the organizational documents of any Sterling Subsidiary, or (ii) assuming that the consents, Consents of the Regulatory Authorities and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule herein are duly obtained and/or madeobtained, (A) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Sterling, Sterling Bank, a Sterling Subsidiary or its Subsidiaryany of their properties or assets, or (Biii) except as would not, individually or disclosed in the aggregate, have a Material Adverse Effect on RandSterling Schedule 3.6(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 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 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 Rand Sterling, Sterling Bank or its any Sterling Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, franchise, agreement or other instrument or obligation to which Rand Sterling, Sterling Bank or its any Sterling Subsidiary is a party party, or by which either of them it or any of their respective properties or assets is may be bound (collectively, the “Rand Contracts”)or affected.

Authority; No Violation. (a) Rand Dex has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation by Dex of the Stock Purchase transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Rand BoardBoard of Directors of Dex. The Board of Directors of Dex has determined that this Agreement and the transactions contemplated hereby are in the best interests of Dex and its stockholders, has adopted, approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the adoption of this Agreement (the “Dex Recommendation”) and, subject to Section 6.12(c) hereof, has directed that this Agreement and the transactions contemplated by this Agreement (including the issuance of Newco Common Stock in connection with the SuperMedia Merger) be submitted to Dex’s stockholders for approval and adoption at a duly held meeting of such stockholders. Except for the approval of this Agreement and the transactions contemplated by this Agreement by the affirmative vote of a majority of all the votes entitled to be cast by holders of outstanding Dex Common Stock (the “Dex Stockholder Approval”) and the adoption of this Agreement and approval of the issuance of Newco Common Stock by Dex in its capacity as sole stockholder of Newco, which Dex shall effect promptly following the execution of this Agreement, no stockholder vote or other corporate proceedings on the part of Dex are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand Dex and (assuming due authorization, execution and delivery by EastSuperMedia) constitutes the valid and binding obligation of RandDex, enforceable against Rand Dex in accordance with its terms, terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”equitable remedies). (b) Each of Newco and Merger Sub has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Rand Board of Directors of each of Newco and Merger Sub has determined that this Agreement and the Stock Purchase transactions contemplated hereby are advisable and in the best interests of Rand its respective company and the Rand Stockholdersits stockholders, has adopted, approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the Stock Purchase adoption of this Agreement. Except for the approval of this Agreement by Newco in its capacity as sole stockholder of Merger Sub, which Newco shall effect promptly following the execution of this Agreement, no stockholder vote or other corporate proceedings on the part of the Merger Subs are necessary to authorize the execution and delivery of this Agreement by the Merger Subs and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Merger Subs and (assuming due authorization, execution and delivery by SuperMedia) constitutes the valid and binding obligation of each of the Merger Subs, enforceable against such Party in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the NYBCL rights of creditors generally and Section 23 the availability of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”equitable remedies), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement by Dex or the Management Agreements by Rand Merger Subs, nor the consummation by Rand Dex or the Merger Subs of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand Dex or the Merger Subs with any of the terms or provisions of this Agreement or the Management AgreementsAgreement, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii)Dex Stockholder Approval is obtained, violate any provision of the Rand Certificate Dex Charter or Rand Bylaws, the Dex Bylaws or any equivalent organizational documents of any Dex Subsidiary (including the Merger Subs) or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule are 4.4 shall have been duly obtained and/or mademade prior to the Dex Effective Time and any waiting period required thereunder shall have been terminated or expired prior to the Dex Effective Time, (A) violate any Law or Order applicable to Rand Dex, any Dex Subsidiary or its Subsidiary, any of their respective properties or assets or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 termination, amendment 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 Rand Dex or its any Dex Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation Contract to which Rand Dex or its any Dex Subsidiary is a party party, or by which either of them they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Dex. (d) Notwithstanding anything in this Agreement to the contrary, to the extent the accuracy of the representations and warranties of Dex and the Merger Subs set forth in this Section 4.3 is bound (collectivelybased on the accuracy of SuperMedia’s representations and warranties in Section 3.25, the “Rand Contracts”)representations and warranties of Dex and the Merger Subs in Section 4.3 shall be limited to the extent affected by any inaccuracy in Section 3.25.

Authority; No Violation. (a) Rand Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase have Merger has been duly and validly approved by the Rand Boardunanimous vote of the Board of Directors of each of Parent and Merger Sub, not subsequently rescinded or modified in any way as of the date hereof. The Board of Directors of each of Parent and Merger Sub has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of such company and its stockholders. No other proceedings on the part of either Parent or Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby (including the Merger) and perform Parent’s obligations hereunder. This Agreement has been duly and validly executed and delivered by Rand each of Parent and Merger Sub and (assuming due authorization, execution and delivery by EastCompany) constitutes the a valid and binding obligation of Randeach of Parent and Merger Sub, enforceable against Rand Parent in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”Enforceability Exceptions). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement and the other Transaction Documents to which Parent or the Management Agreements Merger Sub is a party by Rand Parent or Merger Sub, as applicable, nor the consummation by Rand Parent or Merger Sub of the Stock Purchasetransactions contemplated hereby or thereby, nor compliance by Rand Parent or Merger Sub with any of the terms or provisions of this Agreement hereof or the Management Agreementsthereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand (A) Parent’s Amended and Restated Certificate or Rand of Incorporation, as amended, and Amended and Restated Bylaws, as amended, each as in effect as of the date of this Agreement (together, the “Parent Organizational Documents”) or (B) Merger Sub’s certificate of incorporation, as amended, and bylaws, as amended, each as in effect as of the date of this Agreement (the “Merger Sub Organizational Documents”) or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or made, (AC) violate any Law applicable to Rand Parent, Merger Sub or its Subsidiary, any of their Subsidiaries or any of their respective properties or assets or (BD) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Parent, Merger Sub or its Subsidiary any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation Contract to which Rand Parent, Merger Sub or its Subsidiary any of their Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of this clause (ii)(D)) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the “Rand Contracts”)aggregate, a Parent Material Adverse Effect.

Authority; No Violation. (a) Rand First Horizon 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 Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger have been duly and validly approved by the Rand BoardBoard of Directors of First Horizon. The Board of Directors of First Horizon has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of First Horizon and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement and the amendment of the First Horizon Charter to effect an increase the number of authorized shares of First Horizon Common Stock from 400,000,000 to 700,000,000 (the “First Horizon Charter Amendment”) be submitted to First Horizon’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 and the approval of the First Horizon Charter Amendment, in each case, by the affirmative vote of a majority of all the votes entitled to be cast on such matter by the holders of First Horizon Common Stock (the “Requisite First Horizon Vote”), and subject to the adoption and approval of the Bank Merger Agreement by First Horizon as First Horizon Bank’s sole voting shareholder, no other corporate proceedings on the part of First Horizon are necessary to approve this Agreement or to consummate the transactions contemplated hereby (other than the submission to the shareholders of First Horizon of an advisory (non-binding) vote on the compensation that may be paid or become payable to First Horizon’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement has been duly and validly executed and delivered by Rand First Horizon and (assuming due authorization, execution and delivery by EastIBKC) constitutes the a valid and binding obligation of RandFirst Horizon, enforceable against Rand First Horizon in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of First Horizon Common Stock and New First Horizon Preferred Stock to be issued in the Merger have been validly authorized (subject to the receipt of the Requisite First Horizon Vote, insolvencythe filing of the amendment to the First Horizon Charter as contemplated by Section 6.20 and the filing of Articles of Amendment for the New First Horizon Preferred Stock with the Tennessee Secretary), fraudulent transferand when issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past shareholder of First Horizon will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand First Horizon, nor the consummation by Rand First Horizon of the Stock Purchasetransactions contemplated hereby (including the Merger and the Bank Merger), nor compliance by Rand First Horizon with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate First Horizon Charter or Rand the First Horizon Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand First Horizon or any of its SubsidiarySubsidiaries or any of their respective properties or assets, or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand First Horizon or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand First Horizon or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on First Horizon.

Authority; No Violation. (a) Rand NewBridge has full corporate power and authority to execute and deliver this Agreement and to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger have been duly and validly approved by the Rand BoardBoard of Directors of NewBridge. The Board of Directors of NewBridge has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of NewBridge and its shareholders, has adopted this Agreement and has directed that this Agreement and the transactions contemplated hereby be submitted to NewBridge’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 required under North Carolina law by the affirmative vote of a majority of the outstanding shares of each class of the NewBridge Common Stock, each class voting separately (the “Requisite NewBridge Vote”), no other corporate proceedings on the part of NewBridge are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand NewBridge and (assuming due authorization, execution and delivery by EastYadkin) constitutes the a valid and binding obligation of RandNewBridge, enforceable against Rand NewBridge in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”Enforceability Exceptions). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand NewBridge nor the consummation by Rand NewBridge of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand NewBridge with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand NewBridge Certificate or Rand Bylaws, the NewBridge Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand NewBridge or any of its Subsidiary, Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand NewBridge or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand NewBridge or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clause (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on NewBridge. (c) NewBridge Bank has adopted the Bank Merger Agreement, NewBridge, as the sole shareholder of NewBridge Bank, has approved the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by NewBridge Bank.

Authority; No Violation. (a) Rand OLB has full corporate power and authority to execute and deliver this Agreement and Agreement, to consummate the Stock PurchaseContemplated Transactions and to otherwise comply with its obligations under this Agreement, subject to the receipt of all necessary consents described in OLB Disclosure Schedule 4.4 and approval of the Merger by the stockholders of OLB as required by OLB’s articles of incorporation and bylaws and the MGCL. The execution and delivery of this Agreement, the Management Agreements Agreement by OLB and the consummation by OLB of the Stock Purchase Merger have been duly and validly approved authorized by the Rand Boardboard of directors of OLB and, except for approval by the stockholders of OLB as required by OLB’s articles of incorporation and bylaws and the MGCL, no other corporate proceedings on the part of OLB are necessary to consummate the Merger. This Agreement has been duly and validly executed and delivered by Rand and (OLB and, assuming the due authorization, execution and delivery of this Agreement by East) Holdings, constitutes the valid and binding obligation of RandOLB, enforceable against Rand OLB in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws of general applicability relating to or affecting the creditors’ rights of creditors generally and subject subject, as to enforceability, to general principles of equity (the “Bankruptcy and Equity Exception”)equity. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand nor OLB and the consummation by Rand of the Stock PurchaseContemplated Transactions, nor subject to the receipt of all consents described in OLB Disclosure Schedule 4.4, the approval of the Merger by the stockholders of OLB as required by OLB’s articles of incorporation and bylaws and the MGCL, OLB’s and Holdings’ compliance with any conditions contained herein, and the compliance by Rand OLB or any OLB Subsidiary with any of the terms or provisions of this Agreement or the Management Agreementshereof, do not and will not: (i) assuming the completion Conflict with or result in a breach of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate or Rand Bylaws, or OLB Governing Documents; (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule are duly obtained and/or made, (A) violate Violate any Law applicable to Rand OLB or its Subsidiary, any OLB Subsidiary or any of their respective properties or assets; or (Biii) except Except as would not, individually or described in the aggregate, have a Material Adverse Effect on RandOLB 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 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 Rand OLB or its any OLB Subsidiary under, under any of the terms, terms or conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchiseagreement, agreement commitment or other instrument or obligation to which Rand OLB or its any OLB Subsidiary is a party party, or by which either of them they or any of their respective properties or assets is may be bound or affected, except where such termination, acceleration or creation would not have a Material Adverse Effect on OLB. (collectivelyc) Old Line has all requisite corporate power and authority to execute and deliver the Bank Merger Agreement, and to consummate the “Rand Contracts”)transactions contemplated thereby, subject to the receipt of all consents described in OLB Disclosure Schedule 4.4. 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 Old Line and, other than the approval of the Bank Merger Agreement by OLB as the sole stockholder of Old Line as required by law, no further corporate proceedings of Old Line are needed to execute and deliver the Bank Merger Agreement and consummate the transactions contemplated thereby. The Bank Merger Agreement has been duly authorized and, upon due authorization, execution and delivery by Old Line, will be a legal, valid and binding agreement of Old Line 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 Old Line that are referred to in the Bank Merger Agreement, if any, will have been duly executed and delivered by Old Line and, assuming due authorization, execution and delivery by the counterparties thereto, will constitute the legal, valid and binding obligations of Old Line, enforceable against Old Line 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.

Authority; No Violation. (a) Rand Brookline has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby (including the Merger, the Holdco Merger and the Bank Merger) have been duly and validly approved by the Rand BoardBoard of Directors of Brookline. The Board of Directors of Brookline has determined that the transactions contemplated hereby, on the terms and conditions set forth in this Agreement, are advisable to and in the best interests of Brookline and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to a vote of Brookline’s stockholders at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (i) the approval of this Agreement by the affirmative vote of a majority of the votes outstanding by the holders of outstanding shares of Brookline Common Stock entitled to vote on this Agreement (the “Requisite Brookline Vote”), (ii) the authorization of the execution of the Bank Merger Agreement by (x) the Board of Directors of Brookline Bank, (y) the Board of Directors of Bank Rhode Island, and (z) the Board of Directors of PCSB Bank and the approval of the Bank Merger Agreement by Brookline as sole stockholder of Brookline Bank, Bank Rhode Island and PCSB Bank, respectively, and (iii) if applicable, an advisory (non-binding) vote on the compensation that may be paid or become payable to Brookline’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement, no other corporate proceedings on the part of Brookline are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand Bxxxxxxxx and (assuming due authorization, execution and delivery by EastBerkshire and Commerce Acquisition Sub, Inc.) constitutes the a valid and binding obligation of RandBrookline, enforceable against Rand Brookline in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand Brookline nor the consummation by Rand Brookline of the Stock Purchasetransactions contemplated hereby (including the Merger, the Holdco Merger and the Bank Merger), nor compliance by Rand Brookline with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Brookline Certificate or Rand Bylaws, the Brookline Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Brookline or any of its Subsidiary, Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Brookline or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Brookline or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on Brookline.

Authority; No Violation. (a) Rand Sterling has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the Rand BoardBoard of Directors of Sterling. The Board of Directors of Sterling has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Sterling and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Sterling’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (i) the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Sterling Common Stock entitled to vote on this Agreement (the “Requisite Sterling Vote”) and (ii) the adoption and approval of the Bank Merger Agreement by the Board of Directors of Sterling Bank and Sterling as Sterling Bank’s sole stockholder, no other corporate proceedings on the part of 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 Rand Sterling and (assuming due authorization, execution and delivery by EastXxxxxxx) constitutes the a valid and binding obligation of RandSterling, enforceable against Rand Sterling in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand Sterling nor the consummation by Rand Sterling of the Stock Purchasetransactions contemplated hereby, including the Bank Merger, nor compliance by Rand Sterling with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Sterling Certificate or Rand Bylaws, the Sterling Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Sterling or any of its Subsidiary, Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Sterling or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Sterling or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on Sterling.

Authority; No Violation. (a) Rand Chemical 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 Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger and the Bank Merger have been duly and validly approved by the Rand BoardBoard of Directors of Chemical. The Board of Directors of Chemical has determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of Chemical and its shareholders, has declared it advisable and has directed that (i) this Agreement and the transactions contemplated hereby, and (ii) the amendment and restatement of the Chemical Articles (the “Chemical Articles Amendment”), each be submitted to Chemical’s shareholders for approval at a meeting of such shareholders and has adopted resolutions to the foregoing effect. Except for (i) the approval of this Agreement by the holders of a majority of the outstanding shares of Chemical Common Stock entitled to vote thereon and (ii) the approval of the Chemical Articles Amendment by the holders of a majority of the outstanding shares of Chemical Common Stock entitled to vote on the proposed amendment (collectively, the “Requisite Chemical Vote”), and the adoption and approval of the Bank Merger Agreement by Chemical as Chemical Bank’s sole shareholder, no other corporate proceedings on the part of Chemical are necessary to approve this Agreement or to consummate the transactions contemplated hereby (other than the submission to the shareholders of Chemical of an advisory (non-binding) vote on the compensation that may be paid or become payable to Chemical’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement has been duly and validly executed and delivered by Rand Chemical and (assuming due authorization, execution and delivery by EastTCF) constitutes the a valid and binding obligation of RandChemical, enforceable against Rand Chemical in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Chemical Common Stock and New Chemical Preferred Stock to be issued in the Merger have been duly authorized and, insolvencywhen issued (subject to the approval of the Chemical Articles Amendment by the holders of Chemical Common Stock and the filing thereof with the Michigan DLRA), fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past shareholder of Chemical will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand Chemical, nor the consummation by Rand Chemical of the Stock Purchasetransactions contemplated hereby, including the Merger and the Bank Merger, nor compliance by Rand Chemical with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate Chemical Articles or Rand Bylawsthe Chemical Bylaws (or the organizational documents of any Subsidiary of Chemical), or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Chemical or any of its Subsidiary, Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Chemical or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Chemical or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations, which, either individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on Chemical.

Authority; No Violation. (a) Rand Each of Parent and Merger Sub has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Parent Required Vote and the accuracy of the representations and warranties of the Company set forth in this Agreement, to consummate the Stock Purchasetransactions contemplated hereby. The Board of Directors of Parent (the “Parent Board”) at a duly held meeting has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, are in the best interests of the Parent and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger and the Parent Stock Issuance, (iii) approved the execution and delivery of this Agreement, and (iv) resolved to recommend that the Management Agreements stockholders of Parent approve the Parent Stock Issuance (the recommendation contemplated by this clause (iv) being referred to as the “Parent Recommendation”), and directed that such matter be submitted for consideration by Parent’s stockholders at the consummation Parent Stockholder Meeting. None of the Stock Purchase have been duly and validly approved aforesaid actions by the Rand BoardParent Board has been amended, rescinded or modified as of the date of this Agreement. Except for the approval of the Parent Stock Issuance by the affirmative vote of a majority of the outstanding shares of Parent Stock entitled to vote (the “Parent Required Vote”) and Parent’s voting of the outstanding capital stock of Merger Sub as required by Section 7.14, no other corporate proceedings on the part of Parent 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 Rand Parent and Merger Sub and (assuming due authorization, execution and delivery by Eastthe Company) constitutes the a valid and binding obligation of RandParent and Merger Sub, enforceable against Rand Parent and Merger Sub in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)Exceptions. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement by Parent or the Management Agreements by Rand Merger Sub, nor the consummation by Rand Parent or Merger Sub of the transactions contemplated hereby, including the Merger and the Parent Stock Purchase, nor compliance by Rand with any of the terms or provisions of this Agreement or the Management AgreementsIssuance, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate certificate of incorporation or Rand Bylaws, bylaws of Parent or Merger Sub or any of the similar governing documents of any of Parent’s Subsidiaries or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 5.4 are duly obtained and/or or made, (A) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Parent, Merger Sub or its Subsidiaryany of their respective Subsidiaries or any of their respective properties or assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, violate, conflict with, result in a breach of any provision of of, or require redemption or repurchase or otherwise require the loss purchase or sale of any benefit undersecurities, constitute a default (or an event which, with notice or lapse of time, 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 Rand Parent, Merger Sub or its Subsidiary any of their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Parent, Merger Sub or its Subsidiary any of their respective Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is may be bound or affected, except (collectivelyin the case of clause (ii) above) for such violations, conflicts, breaches, defaults or other events which either individually or in the “Rand Contracts”)aggregate would not reasonably be expected to result in a Parent Material Adverse Effect.

Authority; No Violation. (a) Rand CIT has full corporate power and authority to execute and deliver this Agreement Agreement, and the CIT Subsidiary Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement, and in each case to perform its obligations hereunder and thereunder and to consummate the Stock Purchasetransactions contemplated hereby and thereby. The execution and delivery of this AgreementAgreement by CIT, the Management Agreements performance by CIT of its obligations hereunder and the consummation of the Stock Purchase transactions contemplated hereby have been duly and validly approved by the Rand BoardBoard of Directors of CIT. The Board of Directors of CIT has determined that the consummation of the transactions contemplated hereby, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of CIT and its stockholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger and the Second Step Merger), and has directed that this Agreement be submitted to CIT’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of a majority of the outstanding shares of CIT Common Stock entitled to vote on this Agreement (the “Requisite CIT Vote”) and the approval of this Agreement and the Bank Merger Agreement by the Board of Directors of CIT Subsidiary Bank and CIT as CIT Subsidiary Bank’s sole stockholder, no other corporate proceedings on the part of CIT are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand CIT and (assuming due authorization, execution and delivery by Eastthe BancShares Parties) constitutes the a valid and binding obligation of RandCIT, enforceable against Rand CIT in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles the availability of equity equitable remedies (the “Bankruptcy Enforceability Exceptions”)). The Bank Merger Agreement will be duly and Equity Exception”validly executed and delivered by CIT Subsidiary Bank and (assuming due authorization, execution and delivery by FCB) will constitute a valid and binding obligation of CIT Subsidiary Bank, enforceable against CIT Subsidiary Bank in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and execution, delivery or performance of this Agreement by CIT, nor the execution, delivery, or performance of the Management Agreements Bank Merger Agreement by Rand CIT Subsidiary Bank, nor the consummation by Rand CIT or CIT Subsidiary Bank of the Stock Purchasetransactions contemplated hereby or thereby (including the Merger, the Second Step Merger, and the Bank Merger), nor compliance by Rand CIT or CIT Subsidiary Bank with any of the terms or provisions of this Agreement hereof or the Management Agreementsthereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand CIT Certificate of Incorporation, the CIT Bylaws or Rand Bylaws, the certificate of incorporation and bylaws of CIT Subsidiary Bank or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand CIT or any of its Subsidiary, Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand CIT or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand CIT or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults that, either individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on CIT.

Authority; No Violation. (a) Rand Each Parent Party has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Stock Purchasetransactions contemplated by this Agreement. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Mergers have been duly and validly approved by the Rand BoardBoard of Directors of Parent. The Board of Directors of Parent has (i) duly adopted resolutions pursuant to which it has determined that the consummation of the transactions contemplated by this Agreement (including the Mergers, the Bank Merger and the Parent Share Issuance), on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Parent and its stockholders (ii) adopted and approved this Agreement and the transactions contemplated by this Agreement (including the Mergers, the Bank Merger and the Parent Share Issuance), and the Parent Certificate Amendment, (iii) directed that (A) the Parent Certificate Amendment, and (B) the approval of the issuance of the (x) shares of Parent Common Stock constituting the Merger Consideration pursuant to this Agreement and (y) shares of Parent Common Stock in connection with the Equity Financing (such issuances, collectively, “Parent Share Issuance”) be submitted to the holders of Parent Common Stock for approval thereby and (iv) resolved to recommend that the holders of Parent Common Stock adopt the Parent Certificate Amendment and approve the Parent Share Issuance. The Board of Directors of Merger Sub duly adopted resolutions pursuant to which it has (i) determined that this Agreement, the Mergers and the other transactions contemplated by this Agreement, are advisable and in the best interest of Merger Sub and Parent, as its sole shareholder, (ii) adopted resolutions approving this Agreement and the transactions contemplated by this Agreement (including the Mergers), (iii) directed that this Agreement be submitted to Parent, as Merger Sub’s sole shareholder, for approval and (iv) resolved to recommend that Parent, as Xxxxxx Sub’s sole shareholder, approve this Agreement. Except for (i) the approval of the Parent Share Issuance by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon, (ii) the approval and adoption of the Parent Certificate Amendment by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon (collectively, the “Requisite Parent Vote”) (iii) the approval of this Agreement by Parent as Merger Sub’s sole shareholder, and (iv) the approval and adoption of the Bank Merger Agreement by Parent as Parent Bank’s sole shareholder, no other corporate proceedings on the part of any Parent Party are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Rand each Parent Party and (assuming due authorization, execution and delivery by EastCompany) constitutes the a valid and binding obligation of Randeach Parent Party, enforceable against Rand each Parent Party in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Parent Common Stock to be issued in the Merger have been validly authorized, insolvencyand when issued, fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past stockholder of Parent will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement by Parent or the Management Agreements by Rand Merger Sub, nor the consummation by Rand Parent or Merger Sub of the Stock Purchasetransactions contemplated by this Agreement (including the Mergers and the Bank Merger), nor compliance by Rand Parent or Merger Sub with any of the terms or provisions of this Agreement or the Management AgreementsAgreement, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Parent Certificate or Rand of Incorporation, the Parent Bylaws, the Merger Sub Certificate of Incorporation or the Merger Sub Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation or Government Order applicable to Rand any Parent Party or its Subsidiary, any of their Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand any Parent Party or its Subsidiary any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand any Parent Party or its Subsidiary any of their Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (x) and (y) above) for such violations, the “Rand Contracts”)conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that would not reasonably be expected to have a Material Adverse Effect on Parent or Merger Sub.

Authority; No Violation. (a) Rand Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of Company and to the receipt of the Consents of the Regulatory Authorities, to consummate the Stock Purchasetransactions contemplated hereby. The Board of Directors of Company has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement, has directed that this Agreement, the Management Agreements Certificate of Merger and the consummation transactions contemplated hereby be submitted to Company’s shareholders for approval at a meeting of such shareholders and, except for the Stock Purchase have been duly and validly approved approval of such Agreement by its shareholders, no other corporate proceeding on the Rand Boardpart of Company, or any of its Subsidiaries, is necessary to consummate the transactions so contemplated. This Agreement has been Agreement, when duly and validly executed by Company and delivered by Rand Company (and (assuming due authorization, execution and delivery by East) constitutes the Parent and Merger Sub), will constitute a valid and binding obligation of Rand, Company and will be enforceable against Rand Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or similar laws of general applicability relating to or affecting the enforcement of creditors’ rights of creditors generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to general principles the discretion of equity the court before which any proceeding may be brought. The Board of Directors of Company, by resolutions duly adopted by unanimous vote of the Board of Directors of Company (the “Bankruptcy and Equity ExceptionCompany Board Approval”). , has (bi) The Rand Board has determined that this Agreement and the Stock Purchase transactions contemplated hereby are advisable fair to and in the best interests of Rand Company and its shareholders and declared the Rand StockholdersMerger to be advisable, (ii) approved this Agreement and the Stock Purchase in accordance with transactions contemplated hereby, and (iii) recommended that the NYBCL and Section 23 shareholders of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, this Agreement and directed that the proposals related to the Rand Stockholder Approvals such matter be submitted to for consideration by Company shareholders at the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Company Shareholders’ Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (cb) Neither Except as set forth in Disclosure Schedule 3.6(b), neither the execution and delivery of this Agreement or the Management Agreements by Rand Company nor the consummation by Rand Company of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand Company, or any of its Subsidiaries, with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate of Incorporation or Rand BylawsBylaws of Company or any of its Subsidiaries, or (ii) assuming that the consents, Consents of the Regulatory Authorities and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule herein are duly obtained and/or made(including, (A) but not limited to, satisfaction of the requirements of the HSR Act), violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Company or any of its SubsidiarySubsidiaries, or (Biii) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Company or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, permit, lease, franchise, agreement or other instrument or obligation to which Rand Company or any of its Subsidiary Subsidiaries is a party party, or by which either any of them or any of their respective properties or assets is may be bound (collectively, the “Rand Contracts”)or affected.

Authority; No Violation. (a) Rand Buyer has full corporate power and authority to execute and deliver this Agreement and, subject to the parties' obtaining (i) all bank regulatory approvals required to effectuate the Merger, (ii) the possible requirement that the shareholders of Buyer approve the issuance of shares of Buyer Common Stock hereunder and (ii) the other approvals listed in Section 4.4, to consummate the Stock Purchasetransactions contemplated hereby. Buyer Subsidiary Bank has full corporate power and authority to execute and deliver this Agreement and, subject to the parties' obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 4.4, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby have been duly and validly approved by the Rand BoardBoard of Directors of Buyer. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Buyer Subsidiary Bank. Subject to the possible requirement that the shareholders of Buyer approve the issuance of shares of Buyer Common Stock hereunder, no other corporate proceedings on the part of Buyer or Buyer Subsidiary Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand Buyer and Buyer Subsidiary Bank and (assuming due authorization, execution and delivery by Eastthe Company) this Agreement constitutes the a valid and binding obligation of RandBuyer and Buyer Subsidiary Bank, enforceable against Rand Buyer and Buyer Subsidiary Bank in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy whether applied in a court of law or a court of equity and Equity Exception”)by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement by Buyer or the Management Agreements by Rand Buyer Subsidiary Bank, nor the consummation by Rand Buyer or Buyer Subsidiary Bank of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand Buyer or Buyer Subsidiary Bank with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate of Incorporation or Rand BylawsBy-Laws of Buyer or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 hereof are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Buyer or any of its SubsidiarySubsidiaries, or any of their respective properties or assets, or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Buyer or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Buyer or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is may be bound or affected, except, with respect to (collectivelyx) and (y) above, such as individually or in the “Rand Contracts”)aggregate will not have a Material Adverse Effect on Buyer.

Authority; No Violation. (a) Rand KTYB 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 Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger and the Bank Merger have been duly and validly approved by the Rand BoardBoard of Directors of KTYB. The Board of Directors of KTYB has determined, subject to Section 5.14(h) of this Agreement, that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of KTYB and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to KTYB’s shareholders for approval (with the KTYB Board of Directors’ recommendation in favor of approval) at a meeting of the shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of KTYB Common Stock (the “Requisite KTYB Vote”), and the adoption and approval of the Bank Merger Agreement by KTYB as its sole shareholder, no other corporate proceedings on the part of KTYB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand KTYB and (assuming due authorization, execution and delivery by EastSYBT) constitutes the a valid and binding obligation of RandKTYB, enforceable against Rand KTYB in accordance with its terms, terms (except in all cases as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand KTYB nor the consummation by Rand KTYB of the Stock Purchasetransactions contemplated hereby, including the Merger and the Bank Merger, nor compliance by Rand KTYB with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate KTYB Articles or Rand Bylaws, KTYB Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand KTYB or its Subsidiary, any KTYB Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 payments, rebates, or reimbursements required under, or result in the creation of any Lien upon any of the respective properties or assets of Rand KTYB or its Subsidiary any KTYB Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand KTYB or its any KTYB Subsidiary is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clause (y) above) for such violations, conflicts, breaches or defaults which would not, either individually or in the “Rand Contracts”)aggregate, reasonably be expected to have a Material Adverse Effect on KTYB.

Authority; No Violation. (a) Rand Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger and the other transactions contemplated hereby have been duly and validly approved by (i) the Rand BoardBoard of Directors of Parent, and (ii) the Board of Directors of Merger Sub and by Parent in its capacity as sole stockholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub or their respective stockholders are necessary to approve this Agreement, and to consummate the Merger and the other transactions contemplated hereby (other than obtaining the requisite approval of Parent stockholders for the issuance of shares of Parent Common Stock pursuant to the Merger pursuant to the listing standards and rules of Nasdaq (the "Parent Stockholder Approval")). This Agreement has been duly and validly executed and delivered by Rand Parent and Merger Sub, and (assuming due authorization, execution and delivery by Eastthe Company) this Agreement constitutes the a valid and binding obligation of RandParent and Merger Sub, enforceable against Rand Parent and Merger Sub in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy whether applied in a court of law or a court of equity and Equity Exception”)by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and Except as set forth in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 4.4(b) of the Investment Company ActParent Disclosure Schedule, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither neither the execution and delivery of this Agreement or the Management Agreements by Rand Parent and Merger Sub, nor the consummation by Rand Parent and Merger Sub of the Stock PurchaseMerger or any of the other transactions contemplated hereby, nor compliance by Rand Parent and Merger Sub with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Amended and Restated Certificate of Incorporation or Rand BylawsAmended and Restated Bylaws of Parent or the certificate of incorporation, bylaws or similar governing documents of any of its Subsidiaries (including Merger Sub), or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.5 hereof are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Parent or any of its SubsidiarySubsidiaries (including Merger Sub), or any of their respective properties or assets, or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Rand Parent or any of its Subsidiary Subsidiaries (including Merger Sub) under, any of the terms, conditions or provisions of any loan, guarantee of indebtedness, note, bond, mortgage, indenture, deed of trust, license, permit, concession, franchise, lease, franchisecontract, agreement or other instrument or obligation to which Rand Parent or any of its Subsidiary Subsidiaries (including Merger Sub) is a party party, or by which either of them they or any of their respective properties or assets is may be bound or affected, except in the case of clauses (collectivelyx) and (y), for such violations, conflicts, breaches, losses, defaults, terminations, cancellations, accelerations or Liens that, individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Rand Each of NYCB and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby have been duly and validly approved by the Rand BoardBoard of Directors of NYCB and Merger Sub and by NYCB, as the sole shareholder of Merger Sub. The Board of Directors of NYCB has determined that the transactions contemplated hereby, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of NYCB and its stockholders, has adopted, approved and declared advisable this Agreement and the transactions contemplated hereby (including the Merger and the NYCB Share Issuance), has directed that the NYCB Share Issuance be submitted to NYCB’s stockholders for approval and adoption at a meeting of such stockholders, has recommended that its stockholders approve and adopt the NYCB Share Issuance and has adopted resolutions to the foregoing effect. The Board of Directors of Merger Sub has determined that the transactions contemplated hereby, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Merger Sub and its sole shareholder, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger and the Holdco Merger), has directed that this Agreement be submitted to Merger Sub’s sole shareholder for approval, and has adopted resolutions to the foregoing effect. The Board of Directors of NYCB Bank has determined that the Bank Merger, on the terms and conditions set forth in the Bank Merger Agreement, is advisable and in the best interests of NYCB Bank and its sole stockholder, has adopted and approved the Bank Merger Agreement and the Bank Merger, and has directed that the Bank Merger Agreement be submitted to NYCB Bank’s sole stockholder for approval, and has adopted resolutions to the foregoing effect. Except for (i) the approval of the NYCB Share Issuance by a majority of all the votes cast by the holders of outstanding NYCB Common Stock at a meeting of the stockholders of NYCB at which a quorum exists (the approval in clause (i), the “Requisite NYCB Vote”), (ii) the adoption and approval of the Bank Merger Agreement by NYCB as NYCB Bank’s sole stockholder, and (iii) if applicable, an advisory (non-binding) vote on the compensation that may be paid or become payable to NYCB’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement, no other corporate proceedings on the part of NYCB or Merger Sub are necessary to adopt or approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand NYCB and Merger Sub and (assuming due authorization, execution and delivery by EastFlagstar) constitutes the a valid and binding obligation of RandNYCB and Merger Sub, enforceable against Rand NYCB and Merger Sub in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of NYCB Common Stock to be issued in the Merger have been validly authorized (subject to the receipt of the Requisite NYCB Vote), insolvencyand, fraudulent transferwhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past stockholder of NYCB will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement by NYCB or the Management Agreements by Rand Merger Sub, nor the consummation by Rand NYCB or Merger Sub of the Stock Purchasetransactions contemplated hereby (including the Merger, the Holdco Merger, the Bank Merger and the NYCB Share Issuance), nor compliance by Rand NYCB or Merger Sub with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate NYCB Charter, NYCB Bylaws, Merger Sub Charter, Merger Sub Bylaws or Rand Bylawsthe organizational documents of NYCB Bank, or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or made, (A) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand NYCB, Merger Sub or its Subsidiaryany of the NYCB Subsidiaries or any of their respective properties or assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand NYCB, Merger Sub or its Subsidiary any of the NYCB Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand NYCB, Merger Sub or its Subsidiary any of the NYCB Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (A) and (B) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that would not reasonably be expected to have, either individually or in the “Rand Contracts”)aggregate, a Material Adverse Effect on NYCB.

Authority; No Violation. (a) Rand Xxxxxxx has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby (including the Merger, the Bank Merger and the Xxxxxxx Certificate Amendment) have been duly and validly approved by the Rand BoardBoard of Directors of Xxxxxxx. The Board of Directors of Xxxxxxx has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Xxxxxxx and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Xxxxxxx’x stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (i) the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Xxxxxxx Common Stock entitled to vote on this Agreement, (ii) the adoption and approval of the Xxxxxxx Certificate Amendment by the affirmative vote of the holders of a majority of the outstanding shares of Xxxxxxx Common Stock entitled to vote thereon (the foregoing clauses (i) and (ii) collectively, the “Requisite Xxxxxxx Vote”), (iii) the adoption, approval and filing of a Certificate of Designation with respect to the New Xxxxxxx Preferred Stock with the Delaware Secretary, (iv) the adoption and approval of the Bank Merger Agreement by the Board of Directors of Xxxxxxx Bank and Xxxxxxx as Xxxxxxx Bank’s sole stockholder and (v) 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 Xxxxxxx are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand Xxxxxxx and (assuming due authorization, execution and delivery by EastSterling) constitutes the a valid and binding obligation of RandXxxxxxx, enforceable against Rand Xxxxxxx in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Xxxxxxx Common Stock and New Xxxxxxx Preferred Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite Xxxxxxx Vote), insolvencywhen issued, fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past stockholder of Xxxxxxx will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand Xxxxxxx, nor the consummation by Rand Xxxxxxx of the Stock Purchasetransactions contemplated hereby, including the Bank Merger, nor compliance by Rand Xxxxxxx with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Xxxxxxx Certificate or Rand the Xxxxxxx Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Xxxxxxx, any of its Subsidiaries or its Subsidiary, any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Xxxxxxx or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Xxxxxxx or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on Xxxxxxx.

Authority; No Violation. (a) Rand CBTX has full corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Requisite CBTX Vote and the adoption and approval of the Bank Merger Agreement by CBTX as CBTX Subsidiary Bank’s sole shareholder, to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger have been duly and validly approved by the Rand BoardBoard of Directors of CBTX. The Board of Directors of CBTX has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of CBTX and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to CBTX’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval of this Agreement and the transactions contemplated hereby by the affirmative vote of two-thirds of the outstanding shares of CBTX Common Stock entitled to vote on this Agreement, and (ii) the approval of the CBTX Certificate Amendment by the affirmative vote of two-thirds of the outstanding shares of CBTX Common Stock entitled to vote thereon (the “Requisite CBTX Vote”), and subject to the adoption and approval of the Bank Merger Agreement by CBTX as CBTX Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of CBTX are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand CBTX and (assuming due authorization, execution and delivery by EastAllegiance) constitutes the a valid and binding obligation of RandCBTX, enforceable against Rand CBTX in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)). The shares of CBTX Common Stock to be issued in the Merger have been validly authorized (subject to the receipt of the Requisite CBTX Vote), and when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of CBTX will have any preemptive right or similar rights in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand CBTX nor the consummation by Rand CBTX of the Stock Purchasetransactions contemplated hereby (including the Merger and the Bank Merger), nor compliance by Rand CBTX with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand CBTX Certificate of Formation or Rand Bylaws, the CBTX Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand CBTX or any of its Subsidiary, Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand CBTX or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand CBTX or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults that, either individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on CBTX.

Authority; No Violation. (a) Rand HRB has full corporate power and authority to execute and deliver this Agreement and to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger have been duly and validly approved by the Rand BoardBoard of Directors of HRB. The Board of Directors of HRB has determined in its good faith business judgment that the Merger (including the Plan of Merger), on the terms and conditions set forth in this Agreement, is in the best interests of HRB and its shareholders and has directed that the Agreement and the Plan of Merger be submitted to HRB’s shareholders for approval at a meeting of such shareholders and has adopted resolutions to the foregoing effect. Except for the approval of the Plan of Merger by the affirmative vote of the holders of a majority of the outstanding shares of HRB Common Stock (the “Requisite HRB Vote”), the approval of an amendment to the HRB Articles to change the name of the Surviving Corporation to “Xenith Bankshares, Inc.” by the affirmative vote of the holders of a majority of the outstanding shares of HRB Common Stock (the “Requisite HRB Name Change Vote”), the adoption and approval of the Bank Merger Agreement by the Board of Directors of Bank of Hampton Roads and HRB as its sole shareholder, and the adoption of resolutions to give effect to the provisions of Section 6.11 in connection with the Closing, no other corporate proceedings on the part of HRB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand HRB and (assuming due authorization, execution and delivery by EastXenith) constitutes the a valid and binding obligation of RandHRB, enforceable against Rand HRB in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of HRB Common Stock to be issued in the Merger have been validly authorized (subject to the approval of the Merger Agreement by the holders of HRB Common Stock), insolvencywhen issued, fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past shareholder of HRB will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand HRB, nor the consummation by Rand HRB of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand HRB with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate HRB Articles or Rand the HRB Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand HRB, any of its Subsidiaries or its Subsidiary, any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand HRB or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand HRB or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clause (y) above) for such violations, conflicts, breaches or defaults that, either individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on HRB.

Authority; No Violation. (a) Rand United has full corporate power and authority to execute and deliver this Agreement and to consummate the Stock Purchasetransactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby have been duly and validly approved by the Rand Board of Directors of United (the “United Board”). The United Board has determined that this Agreement and the transactions contemplated hereby are in the best interests of United and its stockholders, has approved and declared advisable this Agreement and the Restated Charter, recommended that its stockholders vote in favor of the adoption of the Restated Charter and approval of the issuance by United of United Common Stock as Merger Consideration (the “Share Issuance”) and has directed that the Restated Charter and the Share Issuance be submitted to United’s stockholders for a vote at a duly held meeting of such stockholders for such purposes (the “United Stockholders Meeting”). Except (i) solely in the case of the Restated Charter, for the adoption of the Restated Charter by the affirmative vote of the holders of a majority of the outstanding shares of United Common Stock, Class Pilot MEC Preferred Stock and Class IAM Preferred Stock, voting together as a single class, entitled to vote on such adoption (the “United Charter Stockholder Approval”), (ii) solely in the case of the Share Issuance, for approval of the Share Issuance by the affirmative vote of the holders of a majority of the shares of United Common Stock, Class Pilot MEC Preferred Stock and Class IAM Preferred Stock, represented in person or by proxy at the United Stockholders Meeting, voting together as a single class, as required by Rule 5635(a) of the NASDAQ Manual (the “United Share Issuance Stockholder Approval,” and, together with the United Charter Stockholder Approval, the “United Stockholder Approvals”) and (iii) solely in the case of the Merger, for the adoption of this Agreement by United as the sole stockholder of Merger Sub, no other corporate proceedings on the part of United or any other vote by the holders of any class or series of United Capital Stock are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby (except for the filing of the appropriate merger documents and the Restated Charter as required by the Delaware Law). This Agreement has been duly and validly executed and delivered by Rand United and (assuming due authorization, execution and delivery by Eastthe other parties hereto) constitutes the valid and binding obligation of RandUnited, enforceable against Rand United in accordance with its terms, terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting the rights of creditors generally and subject the availability of equitable remedies). Without limiting the generality of the foregoing, at the Effective Time, the United Board shall have adopted a resolution that the Continental Directors who are elected to general principles the United Board at the Effective Time in accordance with Section 6.11(c) will be deemed to be “continuing directors” of equity (the “Bankruptcy and Equity Exception”)United. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand United and Merger Sub nor the consummation by Rand United and Merger Sub of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand United and Merger Sub with any of the terms or provisions of this Agreement or the Management AgreementsAgreement, will (i) assuming (solely in the completion case of the amendment of Restated Charter and the Rand Certificate to increase Share Issuance) that the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii)United Stockholder Approvals are obtained, violate any provision of the Rand United Charter or the United Bylaws or result in a Prohibited Transfer (as defined in the Restated Certificate or Rand Bylawsof Incorporation of United, as in effect immediately prior to the Effective Time) or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.4 are duly obtained and/or made, (A) violate any Law order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) or, assuming (solely in the case of the Restated Charter and Share Issuance) that the United Stockholder Approvals are obtained, any statute, code, ordinance, rule, regulation, judgment, order, writ or decree applicable to Rand United, any of the United Subsidiaries or its Subsidiary, any of their respective properties or assets or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand United or its Subsidiary any of the United Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, United License, license, lease, franchise, agreement or other instrument or obligation to which Rand United or its Subsidiary any of the United Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets may be bound or affected, except, in the case of clause (ii), for such violations, conflicts, breaches, defaults, terminations, rights of termination or cancelation, accelerations or Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on United. Without limiting the generality of the foregoing, as of the date of this Agreement, United is bound not a party to, or subject to, any standstill agreement or similar agreement that restricts any Person from engaging in negotiations or discussions with United or from acquiring, or making any tender offer or exchange offer for, any equity securities issued by United or any United Voting Debt. (collectivelyc) Merger Sub has full corporate or other requisite 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 Board of Directors of Merger Sub. The Board of Directors of Merger Sub has determined that this Agreement and the transactions contemplated hereby are in the best interests of Merger Sub and its sole stockholder, has approved this Agreement, recommended that its sole stockholder vote in favor of the “Rand Contracts”adoption of this Agreement and directed that this Agreement be submitted to its sole stockholder for adoption. Except, solely in the case of the Merger, for the adoption of this Agreement by United as the sole stockholder of Merger Sub, no other corporate proceeding on the part of Merger Sub is necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby (except for the filing of the appropriate merger documents as required by Delaware Law). This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by the other parties hereto) 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).

Authority; No Violation. (a) Rand Parent has full corporate power and authority to execute and deliver this Agreement and to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger have been duly and validly approved by the Rand BoardBoard of Directors of Parent. The Board of Directors of Parent has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Parent and its shareholders. Except for the adoption and approval of the Bank Merger Agreement by the board of directors of Parent Bank and Parent as its sole shareholder, and the adoption of resolutions to give effect to the provisions of Section 6.11 in connection with the Closing, no other corporate proceedings on the part of Parent are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand Parent and (assuming due authorization, execution and delivery by EastNational Penn) constitutes the a valid and binding obligation of RandParent, enforceable against Rand Parent in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Parent Common Stock to be issued in the Merger have been validly authorized and, insolvencywhen issued, fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past shareholder of Parent will have any preemptive right or similar laws rights in respect thereof. No vote or approval of general applicability relating to the shareholders of Parent is required in connection with the adoption of this Agreement or affecting the rights consummation of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)Merger or the other transactions contemplated hereby. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand Parent, nor the consummation by Rand Parent of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand Parent with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate Parent Articles or Rand the Parent Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or made, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Parent, any of its Subsidiaries or its Subsidiary, any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Parent or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Parent or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which either individually or in the “Rand Contracts”)aggregate would not reasonably be likely to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Rand Each of Knight, the Company, Merger Sub A, Merger Sub B and Merger Sub C (collectively, the “Knight Companies”) has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Knight Merger by the stockholders of Knight (solely in the case of Knight), to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby have been duly and validly approved by the Rand BoardBoard of Directors of each of the Knight Companies. The Board of Directors of each of the Knight Companies has determined that this Agreement is advisable and in the best interests of its respective stockholders and has directed that this Agreement be submitted to its respective stockholders for approval and adoption and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the Knight Merger by the affirmative vote of the holders of a majority of the outstanding Knight Common Stock and Knight Series A-1 Preferred Stock (voting together with the Knight Common Stock on an as-converted basis) entitled to vote thereon and (ii) to the extent required by the terms of the Series A-1 Preferred Stock at the time of such vote, the approval and adoption of this Agreement and the Knight Merger by the affirmative vote of the holders of a majority of the outstanding Knight Series A-1 Preferred Stock voting separately as a class (the “Knight Stockholder Approval”) no other proceedings on the part of the Knight Companies are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand each of the Knight Companies, and (assuming due authorization, execution and delivery by EastGETCO and Blocker) constitutes the a valid and binding obligation of Randthe Knight Companies, enforceable against Rand each such party in accordance with its terms, terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or by any of the Management Agreements by Rand Knight Companies nor the consummation by Rand any of the Stock PurchaseKnight Companies of the transactions contemplated hereby, nor compliance by Rand any of the Knight Companies with any of the terms or provisions of this Agreement or the Management AgreementsAgreement, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate Knight Certificate, Knight Bylaws or Rand Bylawsthe Knight Subsidiary Governing Documents, or any provision of the organizational documents of the Company, Merger Sub A, Merger Sub B or Merger Sub C, or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or made, (A) violate any Law law, judgment, order, injunction or decree applicable to Rand Knight, any of its Subsidiaries or its Subsidiaryany of their respective properties or assets, or any of the other Knight Companies, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 cancelation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Rand Knight or any of its Subsidiary underSubsidiaries (including the other Knight Companies), under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, deed of trust, licensePermit, leaseContract, franchise, agreement bylaw or other instrument or obligation to which Rand Knight or any of its Subsidiary Subsidiaries (including the other Knight Companies) is a party or by which either any of them or any of their respective properties or assets is bound bound, other than, in the case of clause (collectivelyii), any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in the “Rand Contracts”)aggregate, have, or reasonably be expected to have, a Material Adverse Effect on Knight. No separate vote or approval of the Knight Series A-1 Preferred Stock or the Knight Series A-2 Preferred Stock is required in order to consummate the transactions contemplated by this Agreement.

Authority; No Violation. (a) Rand Marigold has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation by Marigold of the Stock Purchase transactions contemplated hereby have been duly and validly approved authorized by all necessary corporate actions on the Rand Boardpart of Marigold. Except for the Required Marigold Vote, the calling of the Marigold Shareholder Meeting, and the filing of the Articles of Second Merger with the ISS, no corporate proceedings on the part of Marigold or vote, consent or approval of the Marigold Shareholders is necessary to adopt this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand Marigold and (assuming due authorization, execution and delivery by EastMontage, New Holdco, Merger Sub 1 and Merger Sub 2) constitutes the valid and binding obligation of RandMarigold, enforceable against Rand Marigold in accordance with its terms, terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting the rights of creditors generally and the availability of equitable remedies). On or prior to the date hereof, the Marigold Board adopted resolutions (i) determining that this Agreement, the Iowa Plan of Merger and the transactions contemplated hereby and thereby, including the Second Merger, are advisable, fair to, and in the best interests of, Marigold and the Marigold Shareholders, (ii) approving and declaring the advisability of this Agreement, the Iowa Plan of Merger and the transactions contemplated hereby and thereby, including the Second Merger, and (iii) subject to general principles the terms and conditions of equity (Section 6.10, recommending that the “Bankruptcy and Equity Exception”)Marigold Shareholders vote to adopt this Agreement. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests None of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand other Transaction Documents, nor the consummation by Rand of the Stock Purchasetransactions contemplated hereby or thereby, nor compliance by Rand Marigold with any of the terms or provisions of this Agreement hereof or the Management Agreements, thereof will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate or Rand Bylaws, Marigold Organizational Documents or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(iclauses (i) and through (iv) and of Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.5 are duly obtained and/or made, (A) violate any Law or Order applicable to Rand Marigold, any of the Marigold Subsidiaries or its Subsidiaryany of their respective properties or assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand or its Subsidiary under, obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchiseagreement, agreement contract or other binding instrument or obligation obligation, whether written or unwritten (collectively, “Contracts”), to which Rand or its Subsidiary is a party or by which either of them Marigold or any of their the Marigold Subsidiaries is a party, or (C) result in the creation of any Lien (other than a Permitted Lien) upon any of the respective properties or assets is bound of Marigold or any of the Marigold Subsidiaries, except, with respect to clause (collectivelyii), as would not be reasonably likely to have, either individually or in the “Rand Contracts”)aggregate, a Material Adverse Effect on Marigold.

Authority; No Violation. (a) Rand Parent has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger and the Bank Merger have been duly and validly approved by the Rand BoardBoard of Directors of Parent. The Board of Directors of Parent has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Parent and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Parent’s stockholders for adoption and has adopted a resolution to the foregoing effect. Except for (i) the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock and (ii) the approval of the issuance of shares of Parent Common Stock in connection with the Merger as contemplated by this Agreement by a vote of the majority of votes cast on the approval of such issuance (collectively, the “Requisite Parent Vote”), the adoption and approval of the Bank Merger Agreement by Parent as its sole stockholder, and the adoption of resolutions to give effect to the provisions of Section 6.11 in connection with the Closing, no other corporate proceedings on the part of Parent are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand Parent and (assuming due authorization, execution and delivery by Eastthe Company) constitutes the a valid and binding obligation of RandParent, enforceable against Rand Parent in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Parent Common Stock to be issued in the Merger have been validly authorized (subject to the adoption of the Merger Agreement by the holders of Parent Common Stock), insolvencywhen issued, fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past stockholder of Parent will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand Parent, nor the consummation by Rand Parent of the Stock Purchasetransactions contemplated hereby, including the Merger and the Bank Merger, nor compliance by Rand Parent with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Parent Certificate or Rand the Parent Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Parent, any of its Subsidiaries or its Subsidiary, any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Parent or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Parent or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clause (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Rand Xxxxx has full corporate the requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation by Xxxxx of the Stock Purchase transactions contemplated hereby have been duly and validly approved authorized by all necessary limited liability company actions on the Rand Boardpart of Xxxxx. Except for the Required Xxxxx Vote, the calling of the Xxxxx Shareholder Meeting, and the filing of the Certificate of Second Merger with the DSS, no limited liability company proceedings on the part of Xxxxx or vote, consent or approval of the Xxxxx Shareholders is necessary to adopt this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand Xxxxx and (assuming due authorization, execution and delivery by EastMercury, New Holdco, Merger Sub 1 and Merger Sub 2) constitutes the valid and binding obligation of RandXxxxx, enforceable against Rand Xxxxx in accordance with its terms, terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting the rights of creditors generally and the availability of equitable remedies). On or prior to the date hereof, the Xxxxx Board unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Second Merger, are consistent with, and will further the business strategies and goals of Xxxxx and are advisable, fair to, and in the best interests of, Xxxxx and the Xxxxx Shareholders, (ii) approving and declaring the advisability of this Agreement and the transactions contemplated hereby, including the Second Merger, and (iii) subject to general principles the terms and conditions of equity (Section 6.10, recommending that the “Bankruptcy and Equity Exception”)Xxxxx Shareholders vote to adopt this Agreement. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests None of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand other Transaction Documents, nor the consummation by Rand of the Stock Purchasetransactions contemplated hereby or thereby, nor compliance by Rand Xxxxx with any of the terms or provisions of this Agreement hereof or the Management Agreements, thereof will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate or Rand Bylaws, Xxxxx Organizational Documents or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(iclauses (i) and through (iv) and of Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.5 are duly obtained and/or made, (A) violate any Law or Order applicable to Rand Xxxxx, any of its Subsidiaries or its Subsidiaryany of their respective properties or assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand or its Subsidiary under, obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchiseagreement, agreement contract or other binding instrument or obligation obligation, whether written or unwritten (collectively, “Contracts”), to which Rand or its Subsidiary is a party or by which either of them Xxxxx or any of their its Subsidiaries is a party, or (C) result in the creation of any Lien (other than a Permitted Lien) upon any of the respective properties or assets is bound of Xxxxx or any of its Subsidiaries, except, with respect to clause (collectivelyii), as would not be reasonably likely to have, either individually or in the “Rand Contracts”)aggregate, a Material Adverse Effect on Xxxxx.

Authority; No Violation. (a) Rand 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 Seller and Seller Subsidiary, Seller and Seller Subsidiary have all requisite corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the Stock Purchasetransactions contemplated hereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement, Agreement and the Management Agreements Merger Documents and the consummation of the Stock Purchase transactions contemplated hereby and thereby have been duly and validly approved by the Rand BoardBoards of Directors of Seller and Seller Subsidiary, as applicable. Except for the approval of Seller’s stockholders of this Agreement, the Parent Merger Documents and the transactions contemplated hereby and thereby, no other corporate proceedings on the part of Seller are necessary to consummate the transactions so contemplated. Except for the approval of Seller Subsidiary’s stockholders of this Agreement, the Subsidiary Merger Documents and the transactions contemplated hereby and thereby, no other corporate proceedings on the part of Seller Subsidiary are necessary to consummate the transactions so contemplated. This Agreement has been and the Merger Documents have been, or will be, duly and validly executed and delivered by Rand Seller and (assuming due authorizationSeller Subsidiary, as applicable, and constitute, or will constitute upon execution and delivery by East) constitutes the thereof, valid and binding obligation obligations of RandSeller and Seller Subsidiary, as applicable, enforceable against Rand Seller and Seller Subsidiary, as applicable, in accordance with its and subject to their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of general applicability relating to or affecting equitable remedies (including, without limitation, specific performance and injunctive relief) is within the rights discretion of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)court before which any proceeding may be brought. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”Except as set forth Seller Disclosure Schedule 3.3(b), together with the recommendation none of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement and the Merger Documents by Seller or the Management Agreements by Rand Seller Subsidiary, as applicable, nor the consummation by Rand Seller or Seller Subsidiary of the Stock Purchasetransactions contemplated hereby and thereby in accordance with the terms hereof and thereof, nor or compliance by Rand Seller or Seller Subsidiary with any of the terms or provisions of this Agreement hereof or the Management Agreementsthereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate certificate of incorporation, articles of incorporation or Rand Bylawsbylaws, as applicable, of Seller or the Seller Subsidiary; (ii) violate any provision of the certificate of trust or the applicable governing instruments of Heritage Trust; (iii) assuming that the consentsconsents and approvals set forth below or listed in Seller Disclosure Schedule 3.3(b) are duly obtained, approvals and filings referred violate any (aa) statute, code, ordinance, rule or regulation, except for such violations that could not reasonably be expected to result in Sections 4.4(a)(i)-(v)a Seller Material Adverse Effect, Sections 4.4(b)(ior (bb) and any judgment, order, writ, decree or injunction applicable to Seller or the Subsidiaries or any of their respective properties or assets; or (iv) assuming the consents and Section 4.4(a) and (b) of the Rand approvals set forth below or listed in Seller Disclosure Schedule 3.3(b) are duly obtained and/or made, (A) violate any Law applicable to Rand or its Subsidiary, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Randobtained, 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 Rand Seller or its Subsidiary under, the Subsidiaries under any of the terms, conditions or provisions of the Seller Agreements (as defined in Section 3.13 below) or any note, bond, mortgage, indenture, guarantee, deed of trust, license, lease, franchise, agreement trust or other instrument or obligation lease to which Rand Seller or its Subsidiary the Subsidiaries is a party party, or by which either of them or any of their respective properties or assets is may be bound or affected. Except as set forth in Seller Disclosure Schedule 3.3(b) and for consents and approvals of or filings or registrations with or notices to the Secretary of State of the State of Mississippi, the Secretary of State of the State of Delaware, applicable state and federal securities commissions, agencies and other similar regulatory bodies, the Federal Reserve Board (the “FRB”), the Federal Deposit Insurance Corporation (the “FDIC”), the ASBD, the MCB, and the stockholders of Seller and Seller Subsidiary, no consents or approvals of or filings or registrations with or notices to any Governmental Entity or non-governmental third party are required on behalf of Seller or Seller Subsidiary in connection with (a) the execution and delivery of this Agreement and the Merger Documents by Seller or Seller Subsidiary, as applicable, (b) the consummation by Seller of the Parent Merger and the other transactions contemplated hereby and by the Parent Merger Documents, and (c) the consummation by Seller Subsidiary of the Subsidiary Merger and the other transactions contemplated hereby by the Subsidiary Merger Documents, except in such case for consents the failure of which to obtain would not reasonably be expected to result in a Seller Material Adverse Effect. (c) Seller and Seller Subsidiary have taken all action required to be taken by them in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement and the transactions contemplated hereby are exempt from, the requirements of any “moratorium,” “control share,” “fair price,” “supermajority,” “affiliate transactions,” “business combination” or other state antitakeover laws and regulations (collectively, the “Rand ContractsTakeover Laws”).

Authority; No Violation. (a) Rand Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Stock PurchaseTransactions (other than the Second Merger). The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Transactions (other than the Second Merger) have been duly and validly approved by the Rand BoardBoards of Directors of each of Parent and Merger Sub. The Board of Directors of Parent has determined that this Agreement and the terms of the Merger and the related Transactions (other than the Second Merger) are advisable and in the best interests of Parent and its stockholders, has approved the Parent Matters and has directed that the Parent Matters be submitted to Parent’s stockholders for approval at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for receipt of the affirmative vote of a majority of the shares of the Parent Common Stock entitled to vote to approve the Parent Matters pursuant to this Agreement, the Merger and the other Transactions (other than the Second Merger) have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by Rand Parent and Merger Sub and (assuming due authorization, execution and delivery by Eastthe Company) constitutes the valid and binding obligation of Randeach of Parent and Merger Sub, enforceable against Rand each of Parent and Merger Sub in accordance with its terms, terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement by Parent or the Management Agreements by Rand Merger Sub, nor the consummation by Rand Parent or Merger Sub of the Stock PurchaseTransactions (other than the Second Merger), nor compliance by Rand Parent or Merger Sub with any of the terms or provisions of this Agreement or the Management AgreementsAgreement, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate Parent Articles, Parent Bylaws or Rand Bylaws, the bylaws or charter of Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (ivSection 4.3(a) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or made, (A) violate any Law or Order applicable to Rand Parent, any of its Consolidated Subsidiaries or its Subsidiary, any of their respective properties or assets or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 or without the giving of 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, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Rand Parent or any of its Subsidiary Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement Contract or other instrument or obligation to which Rand Parent or any of its Subsidiary Consolidated Subsidiaries is a party or by which either any of them or any of their respective properties or assets is bound except, with respect to clause (collectivelyii), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation that would not, individually or in the “Rand Contracts”)aggregate, reasonably be expected to have a Material Adverse Effect with respect to Parent. (c) Neither the consummation by Parent of the Transactions nor compliance by Parent with any of the terms or provisions of this Agreement will, assuming that the consents, rating agency confirmations, approvals, authorizations, notices and filings Previously Disclosed are duly obtained or made, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of 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, require the consent, confirmation, approval or authorization of, or notice to or filing with any third-party with respect to, any of the terms, conditions or provisions of any Parent Managed Fund Contract.

Authority; No Violation. (a) Rand SIC has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the SIC Stockholder Approval, to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby have been duly and validly authorized and approved by the Rand SIC Board. The SIC Board has determined that the Merger, this Agreement, the issuance of the Merger Shares and the other transactions contemplated by this Agreement are advisable and in the best interests of SIC and its stockholders, has approved the SIC Matters and has directed that the SIC Matters be submitted to the SIC’s stockholders for approval and adoption at a duly held meeting of such stockholders, together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “SIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for the approval and adoption of the SIC Matters by the affirmative vote of the holders of a majority of the outstanding shares of SIC Common Stock (the “SIC Stockholder Approval”) at the SIC Stockholder Meeting, no other corporate proceedings on the part of SIC are necessary to approve the Merger, this Agreement, the issuance of the Merger Shares or the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand SIC and (assuming due authorization, execution and delivery by EastMCC) constitutes the valid and binding obligation of RandSIC, enforceable against Rand SIC in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and terms (subject to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand SIC nor the consummation by Rand SIC of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand SIC with any of the terms or provisions of this Agreement or the Management AgreementsAgreement, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate SIC Charter or Rand SIC Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 5.4 are duly obtained and/or made, (A) violate any Applicable Law applicable to Rand SIC or any of its SubsidiarySubsidiaries, or any of their respective properties or assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on RandSIC, 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 Rand SIC or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand SIC or any of its Subsidiary Subsidiaries is a party or by which either any of them or any of their respective properties or assets is bound (collectively, the “Rand SIC Contracts”).

Authority; No Violation. (a) Rand Each of Columbia and Merger Sub 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 Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby (including the Mergers, the Bank Merger and the Columbia Articles Amendment) have been duly and validly approved by the Rand BoardBoard of Directors of Columbia and Merger Sub. The Board of Directors of Columbia has determined that the Mergers and the other transactions contemplated hereby, on the terms and conditions set forth in this Agreement, are in the best interests of Columbia and its shareholders and has directed that the Columbia Articles Amendment and the issuance of the shares of Columbia Common Stock constituting the Merger Consideration pursuant to this Agreement (the “Columbia Share Issuance”) be submitted to Columbia’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Sub has determined that the Mergers and the other transactions contemplated hereby, 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. Columbia, as Merger Sub’s sole shareholder, has approved this Agreement and the transactions contemplated hereby by written consent. Except for (i) the approval of the Columbia Share Issuance by the affirmative vote of a majority of votes cast by holders of shares of Columbia Common Stock at the Columbia Meeting, (ii) the approval of the Columbia Articles Amendment by the holders of a majority of the outstanding shares of Columbia Common Stock entitled to vote thereon (the foregoing clauses (i) and (ii) collectively, the “Requisite Columbia Vote”), (iii) the adoption and approval of the Bank Merger Agreement by the Board of Directors of Columbia Bank and the approval of the Bank Merger Agreement by Columbia as Columbia Bank’s sole shareholder and (iv) 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 Columbia 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 Rand each of Columbia and Merger Sub and (assuming due authorization, execution and delivery by EastUmpqua) constitutes the a valid and binding obligation of Randeach of Columbia and Merger Sub, enforceable against Rand each of Columbia and Merger Sub in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Columbia Common Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite Columbia Vote), insolvencywhen issued, fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past shareholder of Columbia will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement by Columbia or the Management Agreements by Rand Merger Sub, nor the consummation by Rand Columbia or Merger Sub of the Stock Purchasetransactions contemplated hereby, including the Mergers and the Bank Merger, nor compliance by Rand Columbia or Merger Sub with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate Columbia Articles, Columbia Bylaws or Rand the Merger Sub Articles or the Merger Sub Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Columbia, any of its Subsidiaries or its Subsidiary, any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Columbia or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Columbia or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on Columbia.

Authority; No Violation. (a) Rand PACW has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to receiving the Requisite PACW Vote and other actions described in this Section 3.3 and Section 3.4, to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements performance by PACW of its obligations hereunder and the consummation of the Stock Purchase transactions contemplated hereby (including the Mergers, the FRS Membership and the Bank Merger) have been duly and validly approved by the Rand BoardBoard of Directors of PACW, and the Board of Directors of PACW has adopted this Agreement and declared its advisability. The Board of Directors of PACW has determined that the Mergers and the other transactions contemplated hereby, on the terms and subject to the conditions set forth in this Agreement, are advisable and in the best interests of the holders of PACW Common Stock and directed that this Agreement and the transactions contemplated hereby be submitted to the holders of PACW Common Stock for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (i) the adoption of this Agreement by the holders of a majority of the outstanding shares of PACW Common Stock entitled to vote on this Agreement (the “Requisite PACW Vote”) and (ii) the approval and adoption of the Bank Merger Agreement by PACW as Pacific Western Bank’s sole shareholder, no other corporate proceedings on the part of PACW or Pacific Western Bank are necessary to approve or adopt this Agreement, for PACW to perform its obligations hereunder or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand PACW and (assuming due authorization, execution and delivery by EastBANC and Merger Sub) constitutes the a valid and binding obligation of RandPACW, enforceable against Rand PACW in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests None of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or by PACW, the Management Agreements performance by Rand nor PACW of its obligations hereunder, the consummation by Rand PACW of the Stock Purchasetransactions contemplated hereby, nor including the Mergers, the FRS Membership and the Bank Merger, or compliance by Rand PACW with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate PACW Charter or Rand Bylaws, the PACW Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, policy, guideline, or Order of any Governmental Entity (each, a “Law”) applicable to Rand PACW or any of its Subsidiary, Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand PACW or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand PACW or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (ii)(x) and (ii)(y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not, either individually or in the “Rand Contracts”)aggregate, reasonably be expected to have a Material Adverse Effect on PACW.

Authority; No Violation. (ai) Rand The Company has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to receiving the Requisite Stockholder Vote and other actions described in this Section 2.2(c) and Section 2.2(d), to consummate the Stock PurchaseClosing. The execution and delivery of this Agreement, the Management Agreements performance by the Company of its obligations hereunder and the consummation of the Stock Purchase Closing (including the Company Share Issuance) have been duly and validly approved by the Rand Boardboard of directors of the Company (the “Board of Directors”), and the Board of Directors has adopted this Agreement and declared its advisability. As of or prior to the date hereof, the Board of Directors has determined that (A) the Company Share Issuance, on the terms and subject to the conditions set forth herein, (B) the issuance of shares of Voting Common Stock pursuant to the Merger Agreement and the other transactions contemplated thereby, on the terms and subject to the conditions set forth therein, and (C) the issuance of the shares of Voting Common Stock and Non-Voting Common Equivalent Stock and the Warrant(s) (as defined in each Other Investment Agreement, the “Other Warrants”), in each case, pursuant to the Other Investment Agreements and the other transactions contemplated thereby, on the terms and subject to the conditions set forth therein, in each case, are in the best interests of the Company and its stockholders and has directed that such issuances of shares of Voting Common Stock and Non-Voting Common Equivalent Stock pursuant to this Agreement, the Merger Agreement and each Other Investment Agreement be submitted to the holders of Voting Common Stock for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (x) the approval of the Company Share Issuance, the issuance of Voting Common Stock pursuant to the Merger Agreement and the issuance of Voting Common Stock and Non-Voting Common Equivalent Stock, including shares of Voting Common Stock or Non-Voting Common Equivalent Stock for which the Other Warrants may be exercised, pursuant to each Other Investment Agreement by the affirmative vote of a majority of votes cast by holders of shares of Voting Common Stock at the meeting of the Company’s stockholders at which a vote is taken with respect to such issuances (the “Requisite Stockholder Vote” and such meeting, the “Company Stockholders Meeting”) and (y) any other approvals, adoptions, authorizations and consents of the Company and its Subsidiaries necessary to consummate the Mergers set forth in Section 4.3(a) of the Merger Agreement, no other corporate proceedings on the part of the Company or any of its Subsidiaries are necessary to approve or adopt this Agreement or for the Company to perform its obligations hereunder or consummate the Closing. This Agreement has been duly and validly executed and delivered by Rand the Company and (assuming due authorization, execution and delivery by EastPurchaser) constitutes the a valid and binding obligation of Randthe Company, enforceable against Rand the Company in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)). (bii) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests None of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or by the Management Agreements Company, the performance by Rand nor the Company of its obligations hereunder, the consummation by Rand the Company of the Stock PurchaseCompany Share Issuance, nor or compliance by Rand the Company with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (iA) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate Company Articles or Rand the Sixth Amended and Restated Bylaws of the Company (the “Company Bylaws, ”) or (iiB) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(iSection 2.2(d) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule are duly obtained and/or madeobtained, (Ax) violate any Law applicable to Rand the Company, any of its Subsidiaries or its Subsidiary, any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand the Company or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand the Company or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clauses (B)(x) and (B)(y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not, either individually or in the “Rand Contracts”aggregate, reasonably be expected to have a Material Adverse Effect. (iii) The shares of Voting Common Stock to be issued hereunder have been validly authorized (subject to receipt of the Requisite Stockholder Vote), when issued, will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or past stockholder of the Company will have any preemptive right or similar rights in respect thereof. The shares of Non-Voting Common Equivalent Stock (A) to be issued hereunder and (B) for which the Warrant may be exercised, in each case, have been validly authorized (subject to receipt of the Requisite Stockholder Vote), when issued, will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or past stockholder of the Company will have any preemptive right or similar rights in respect of any such issuance or exercise. Neither the Voting Common Stock nor the Non-Voting Common Equivalent Stock will be issued in violation of any applicable Law.

Authority; No Violation. (a) Rand has Subject to the approval of this Agreement and the transactions contemplated hereby by all applicable regulatory authorities and by the shareholders of IBSF, and except as set forth in the IBSF Disclosure Schedule, IBSF and the Association have the full corporate power and authority to execute and deliver this Agreement and to consummate the Stock Purchasetransactions contemplated hereby in accordance with the terms hereof. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby have been duly and validly approved by the Rand Boarddirectors of IBSF and the Association in accordance with their respective Certificate of Incorporation and Bylaws and applicable laws and regulations. Except for such approvals, no other corporate proceedings not otherwise contemplated hereby on the part of IBSF or the Association are necessary to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Rand IBSF and (assuming due authorizationthe Association, execution and delivery by East) constitutes the a valid and binding obligation of Randeach of IBSF and the Association, enforceable against Rand IBSF and the Association in accordance with its terms, except as to the extent that enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization conservatorship, receivership or other similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally or the rights of creditors generally of New Jersey state-chartered savings and subject loan associations or their holding companies, (ii) general equitable principles, and (iii) laws relating to general principles the safety and soundness of equity (insured depository institutions and except that no representation is made as to the “Bankruptcy and Equity Exception”)effect or availability of equitable remedies or injunctive relief. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement by IBSF or the Management Agreements by Rand Association, nor the consummation by Rand IBSF or the Association of the Stock Purchasetransactions contemplated hereby in accordance with the terms hereof, nor or compliance by Rand IBSF or the Association with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of IBSF's or the Rand Association's Certificate of Incorporation or Rand Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule set forth below are duly obtained and/or madeobtained, (A) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand IBSF, the Association or its Subsidiaryany of their respective properties or assets, or (Biii) except as would not, individually or set forth in the aggregate, have a Material Adverse Effect on RandIBSF 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 the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Rand IBSF or its Subsidiary the Association under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand IBSF or its Subsidiary the Association is a party party, or by which either of them they or any of their respective properties or assets is may be bound or affected except, with respect to (collectivelyii) and (iii) above, such as individually or in the aggregate will not have a material adverse effect on the business, operations, assets or financial condition of IBSF and the IBSF Subsidiaries, taken as a whole, and which will not prevent or materially delay the consummation of the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the Board of Governors of the Federal Reserve System (the "FRB"), the “Rand Contracts”FDIC, the Office of Thrift Supervision (the "OTS"), the Department, the New Jersey Department of Environmental Protection (the "DEP") (if required), the Securities and Exchange Commission (the "SEC"), and the shareholders of IBSF, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of IBSF or the Association in connection with (x) the execution and delivery by IBSF of this Agreement and (y) the consummation by IBSF of the Merger, and the consummation by IBSF and the Association of the other transactions contemplated hereby, except (i) such as are listed in the IBSF Disclosure Schedule and (ii) such as individually or in the aggregate will not (if not obtained) have a material adverse effect on the business, operations, assets or financial condition of IBSF and the IBSF Subsidiaries taken as a whole or prevent or materially delay the consummation of the transactions contemplated hereby. To the best of IBSF's knowledge, no fact or condition exists which IBSF has reason to believe will prevent it and the Association from obtaining the aforementioned consents and approvals.

Authority; No Violation. (a) Rand Each of KCS, KARA Sub, KCS Sub, KCS Investment and Caymex has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Stock Purchasetransactions contemplated hereby and thereby. The execution and delivery of this Agreement, Agreement and the Management Ancillary Agreements to which it is a party and the consummation of the Stock Purchase transactions contemplated hereby and thereby have been duly and validly approved authorized by all requisite corporate action on the Rand Boardpart of KCS, KARA Sub, KCS Sub, KCS Investment and Caymex and no other corporate action on any of their parts is necessary to approve this Agreement or the Ancillary Agreements to which it is a party or authorize or consummate the transactions contemplated hereby and thereby, except for obtaining the KCS Stockholder Approval as described in Section 6.3. KCS or its Affiliates have taken all actions required to be taken on their part to approve the execution, delivery and performance by GTFM of this Agreement and any Ancillary Agreements to which GTFM is a Party. KCS has received the opinion of Mxxxxx Sxxxxxx & Co., Incorporated, to the effect that the Acquisition is fair from a financial point of view to KCS. This Agreement has and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Rand KCS, KARA Sub, KCS Sub, KCS Investment and Caymex (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall be duly and validly executed and delivered prior to the Closing) and (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by Eastthe other Parties hereto and thereto) constitutes the constitute valid and binding obligation obligations of RandKCS, KARA Sub, KCS Sub, KCS Investment and Caymex (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall constitute valid and binding obligations of KCS, KARA Sub, KCS Sub, KCS Investment and Caymex at the Closing), enforceable against Rand each of them in accordance with its their terms, except as (i) the enforceability thereof may be subject to or limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or similar laws of general applicability relating to or affecting the rights of creditors generally and subject the availability of equitable relief (whether in proceedings at law or in equity), and (ii) rights to general principles of equity (indemnification may be limited by the “Bankruptcy Securities Laws and Equity Exception”)the policies underlying such laws. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Ancillary Agreements to which it is a party by Rand KCS, KARA Sub, KCS Sub, KCS Investment and Caymex nor the consummation by Rand them of the Stock Purchasetransactions contemplated hereby or thereby to be performed by them, nor compliance by Rand them with any of the terms or provisions of this Agreement hereof or the Management Agreementsthereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate their respective Certificates of Incorporation or Rand Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 6.3 are duly obtained and/or madeobtained, (Ax) violate violate, conflict with or require any notice, filing, consent or approval under any Applicable Law applicable to Rand which KCS or any of its SubsidiarySubsidiaries or any of its properties, contracts or assets are subject, or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, or result in the creation of any Lien liability under, result in the creation of any Encumbrance upon any of the respective properties properties, contracts or assets of Rand KCS, KARA Sub, KCS Sub, KCS Investment or its Subsidiary Caymex under, or require any of the termsnotice, conditions approval or provisions of consent under, any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand KCS or any of its Subsidiary Subsidiaries is a party party, or by which either of them KCS or any of their respective its Subsidiaries, or any of its properties or assets is assets, may be bound or affected except in the case of this clause (collectivelyii) in each case as would not have or reasonably be expected to have a KCS Material Adverse Effect. (c) The shares of KCS Common Stock to be issued pursuant to this Agreement have been duly authorized and, when issued as contemplated by this Agreement will be duly and validly issued, fully paid and non-assessable and free of any pre-emptive rights (except those provided in the “Rand Contracts”)Stockholders’ Agreement) and entitled to the benefits and rights set forth in the Certificate of Incorporation of KCS, as in effect at the Effective Time.

Authority; No Violation. (a) Rand Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject in the case of (i) the issuance of the shares of Parent Common Stock constituting the Merger Consideration to the receipt of the Requisite Parent Vote and (ii) the adoption and approval of the Bank Merger Agreement by Parent as the sole shareholder of Parent Bank (which Parent shall effect promptly after the date hereof), to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby have been duly and validly approved by the Rand Boardboards of directors of Parent and of Merger Sub. The board of directors of Parent determined that the Mergers, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of Parent and its shareholders and has directed that the issuance of the shares of Parent Common Stock constituting the Merger Consideration be submitted to Parent’s shareholders for approval at a meeting of such shareholders. The board of directors of Merger Sub has determined that the Mergers, on the terms and conditions set forth in this Agreement, are in the best interests of Merger Sub and its sole shareholder and has adopted a resolution to the foregoing effect. Parent, as Merger Sub’s sole shareholder, has approved this Agreement and the transactions contemplated hereby at a duly held meeting or by unanimous written consent. Except for the approval of the issuance of the shares of Parent Common Stock constituting the Merger Consideration pursuant to this Agreement by the affirmative vote of a majority of votes cast by holders of shares of Parent Common Stock at the Parent Shareholders’ Meeting (the “Requisite Parent Vote”) and the adoption and approval of the Bank Merger Agreement by Parent as the sole shareholder of Parent Bank, no other corporate proceedings on the part of Parent, Merger Sub or Parent Bank are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand each of Parent and Merger Sub and (assuming due authorization, execution and delivery by EastTarget) constitutes the a valid and binding obligation of Randeach of Parent and Merger Sub, enforceable against Rand each of Parent and Merger Sub in accordance with its terms, terms (except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject the availability of equitable remedies). Subject to general principles the receipt of equity (the “Bankruptcy Requisite Parent Vote, the shares of Parent Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and Equity Exception”)nonassessable, and no current or past stockholder of Parent will have any preemptive right or similar rights in respect thereof. (b) The Rand Board has determined that this Agreement and Subject to the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 receipt of the Investment Company ActRequisite Parent Vote, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither neither the execution and delivery of this Agreement by Parent or the Management Agreements by Rand Merger Sub, nor the consummation by Rand Parent or Merger Sub or any of their respective Subsidiaries, as applicable, of the Stock Purchasetransactions contemplated hereby (including the Mergers and the Bank Merger), nor compliance by Rand Parent or Merger Sub or any of their respective Subsidiaries with any of the terms or provisions hereof or any of this Agreement or the Management Agreementsterms and provisions of any agreement contemplated hereby, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate Parent Charter, the Parent Bylaws or Rand Bylawsthe organizational documents of any of its Subsidiaries, including the Merger Sub Articles or the Merger Sub Bylaws or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.4 are duly obtained and/or or made, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Parent or any of its Subsidiary, Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Parent or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Parent or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is may be bound or affected, except in the case of clause (collectivelyii) above for such violations, conflicts, breaches, losses, defaults, terminations, cancellations, accelerations, or Liens which would not, either individually or in the “Rand Contracts”)aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Rand Sterling has full corporate power and authority to execute and deliver this Agreement and to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger have been duly and validly approved by the Rand BoardBoard of Directors of Sterling. The Board of Directors of Sterling has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Sterling and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Sterling’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Sterling Common Stock (the “Requisite Sterling Vote”) and the adoption and approval of the Bank Merger Agreement by Sterling National Bank and Sterling as its sole stockholder, and the adoption of resolutions to give effect to the provisions of Section 6.11 in connection with the Closing, no other corporate proceedings on the part of 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 Rand Sterling and (assuming due authorization, execution and delivery by EastXxxxxx Valley) constitutes the a valid and binding obligation of RandSterling, enforceable against Rand Sterling in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Sterling Common Stock to be issued in the Merger have been validly authorized (subject to the adoption of the Merger Agreement by the holders of Sterling Common Stock), insolvencywhen issued, fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past stockholder of Sterling will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand Sterling, nor the consummation by Rand Sterling of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand Sterling with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Sterling Certificate or Rand the Sterling Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand Sterling, any of its Subsidiaries or its Subsidiary, any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Sterling or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Sterling or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clause (y) above) for such violations, conflicts, breaches or defaults which either individually or in the “Rand Contracts”)aggregate would not reasonably be expected to have a Material Adverse Effect on Sterling. (c) Sterling National Bank has adopted the Bank Merger Agreement, Sterling, as the sole stockholder of Sterling National Bank, shall promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by Sterling National Bank.

Authority; No Violation. (a) Rand TCF has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger and the Bank Merger have been duly and validly approved by the Rand BoardBoard of Directors of TCF. The Board of Directors of TCF has determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of TCF and its stockholders, has declared it advisable and has directed that this Agreement and the transactions contemplated hereby be submitted to TCF’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of TCF Common Stock (the “Requisite TCF Vote”), and the adoption and approval of the Bank Merger Agreement by TCF as TCF Bank’s sole shareholder, no other corporate proceedings on the part of TCF are necessary to approve this Agreement or to consummate the transactions contemplated hereby (other than the submission to the stockholders of TCF of an advisory (non-binding) vote on the compensation that may be paid or become payable to TCF’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement has been duly and validly executed and delivered by Rand TCF and (assuming due authorization, execution and delivery by EastChemical) constitutes the a valid and binding obligation of RandTCF, enforceable against Rand TCF in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)). No appraisal rights are or will be available to any holder of TCF Capital Stock under the DGCL in connection with the Merger. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand TCF nor the consummation by Rand TCF of the Stock Purchasetransactions contemplated hereby, including the Merger and the Bank Merger, nor compliance by Rand TCF with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand TCF Certificate or Rand Bylaws, the TCF Bylaws (or the organizational documents of any Subsidiary of TCF) or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Rand TCF or any of its Subsidiary, Subsidiaries or any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand TCF or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand TCF or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the “Rand Contracts”)aggregate, would not reasonably be expected to have a Material Adverse Effect on TCF.

Authority; No Violation. (a) Rand Each of SIC and Merger Sub has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the SIC Stockholder Approval, to consummate the Stock Purchasetransactions contemplated hereby; provided, that in the case of Merger Sub, this Agreement and the consummation of the transactions contemplated hereby is subject to the approval and adoption of this Agreement by the sole stockholder of Merger Sub (which will occur via written consent in lieu of a meeting promptly following the execution and delivery of this Agreement). The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby have been duly and validly authorized and approved by the Rand SIC Board, acting upon recommendation of the SIC Special Committee, and the Merger Sub Board. The Merger Sub Board has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Merger Sub and its sole stockholder, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to the sole stockholder of Merger Sub for its adoption, and (iv) recommended that the sole stockholder of Merger Sub approve the adoption of this Agreement. The SIC Board, acting upon the recommendation of the SIC Special Committee, has unanimously determined that the Merger, this Agreement, the issuance of the Merger Shares and the other transactions contemplated by this Agreement are advisable and in the best interests of SIC and its stockholders, has approved the SIC Matters and has directed that the SIC Matters be submitted to the SIC’s stockholders for approval and adoption at a duly held meeting of such stockholders, together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “SIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for the approval and adoption of the SIC Matters by the affirmative vote of the holders of a majority of the outstanding shares of SIC Common Stock (the “SIC Stockholder Approval”) at the SIC Stockholder Meeting and the approval by SIC, in its capacity as the sole stockholder of Merger Sub (which will occur via written consent in lieu of a meeting promptly following the execution and delivery of this Agreement), no other corporate proceedings on the part of SIC or Merger Sub are necessary to approve the Merger, this Agreement, the issuance of the Merger Shares or the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand SIC and Merger Sub (assuming due authorization, execution and delivery by EastMDLY) constitutes the valid and binding obligation of Randeach of SIC and Merger Sub, enforceable against Rand SIC and Merger Sub, as the case may be, in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and terms (subject to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement by SIC or the Management Agreements by Rand Merger Sub nor the consummation by Rand SIC or Merger Sub of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand SIC or Merger Sub with any of the terms or provisions of this Agreement or the Management AgreementsAgreement, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand SIC Charter, SIC Bylaws, Merger Sub Certificate or Rand Merger Sub Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 5.4 are duly obtained and/or made, (A) violate any Applicable Law applicable to Rand Merger Sub, SIC or any of its SubsidiarySubsidiaries, or any of their respective properties or assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on RandSIC, 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 Rand Merger Sub, SIC or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Merger Sub, SIC or any of its Subsidiary Subsidiaries is a party or by which either any of them or any of their respective properties or assets is bound (collectively, the “Rand SIC Contracts”).

Authority; No Violation. (a) Rand XXX XX has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Stock PurchaseTransactions. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Transactions have been duly and validly approved by the Rand OTF II Board, including, after separate meetings and discussion, all of the Independent Directors of OTF II. The OTF II Board (on the recommendation of the OTF II Special Committee) has unanimously (i) determined that (A) this Agreement, the Merger and the other Transactions are advisable and in the best interests of OTF II and (B) the interests of OTF II’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved and declared advisable the OTF II Matters, (iii) directed that the OTF II Matters be submitted to OTF II’s stockholders for approval at a duly held meeting of such stockholders (the “OTF II Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of OTF II adopt and approve the OTF II Matters (such recommendation, the “OTF II Board Recommendation”). Except for receipt of the affirmative vote of a majority of the votes entitled to be cast on the OTF II Matters by the holders of outstanding shares of OTF II Common Stock at a duly held meeting of OTF II stockholders (the “OTF II Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate action on the part of OTF II. This Agreement has been duly and validly executed and delivered by Rand OTF II and (assuming due authorization, execution and delivery by EastOTF, Merger Sub and the Advisers) constitutes the valid and binding obligation of RandOTF II, enforceable against Rand OTF II in accordance with its terms, terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand OTF II, nor the consummation by Rand OTF II of the Stock PurchaseTransactions, nor compliance by Rand with any of the terms or provisions performance of this Agreement or the Management Agreementsby OTF II, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate OTF II Charter or Rand the OTF II Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (ivSection 3.03(a) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.04 are duly obtained and/or made, (A) violate any Law or Order applicable to Rand OTF II or any of its Subsidiary, Consolidated Subsidiaries or (B) except as would notset forth on Section 3.03(b) of the OTF II Disclosure Schedule, individually or in the aggregate, have a Material Adverse Effect on Randany Contract that was Previously Disclosed, 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 or without the giving of 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, require the consent, approval or authorization of, or notice to or filing with any third party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Rand OTF II or any of its Subsidiary Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement Contract or other instrument or obligation to which Rand OTF II or any of its Subsidiary Consolidated Subsidiaries is a party or by which either any of them or any of their respective properties or assets is bound except, with respect to clause (collectivelyii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the “Rand Contracts”)aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. Section 3.03(b) of the OTF II Disclosure Schedule sets forth, to OTF II’s Knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) Rand Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the transactions contemplated hereby, including the Integrated Mergers and the issuance of shares of Parent Common Stock Purchase in connection with the First-Step Merger, have been duly and validly approved by the Rand BoardBoard of Directors of Parent, and the execution and delivery of this Agreement and the consummation of the First-Step Merger have been duly and validly approved by the Board of Directors of Merger Sub. No other corporate proceedings or approvals on the part of Parent are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand Parent and Merger Sub and (assuming due authorization, execution and delivery by Eastthe Company) constitutes the a valid and binding obligation of RandParent and Merger Sub, enforceable against Rand Parent and Merger Sub in accordance with its terms, terms (except in all cases as may be limited by bankruptcythe Enforceability Exceptions). The shares of Parent Common Stock to be issued in the First-Step Merger have been validly authorized and, insolvencywhen issued in accordance with the terms of this Agreement, fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past stockholder of Parent will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests None of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement by Parent or the Management Agreements by Rand nor Merger Sub, the consummation by Rand Parent or Merger Sub of the Stock Purchasetransactions contemplated hereby, nor the consummation by Parent Bank of the Bank Merger and compliance by Rand Parent or Merger Sub with any of the terms or provisions of this Agreement or the Management Agreements, hereof will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Parent Certificate, the Parent Bylaws, the Merger Sub Certificate or Rand Bylaws, the Merger Sub Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law applicable to Rand Parent, any of its Subsidiaries or its Subsidiary, any of their respective properties or assets or (By) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand Parent or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand Parent or any of its Subsidiary Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of this clause (y)) for such violations, conflicts, breaches or defaults which, either individually or in the “Rand Contracts”aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. (c) The Board of Directors of Parent Bank has adopted the Bank Merger Agreement. Parent, as the sole shareholder of Parent Bank, has adopted and approved the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by Parent Bank and (assuming due authorization, execution and delivery by Company Bank) constitutes a valid and binding obligation of Parent Bank, enforceable against Parent Bank in accordance with its terms (except in all cases on such enforceability may be limited by the Enforceability Exception).

Authority; No Violation. (a) Rand CCT has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Stock PurchaseTransactions. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Transactions have been duly and validly approved by the Rand BoardBoard of Directors of CCT, including all of the Independent Directors of CCT. The Board of Directors of CCT, including all of the Independent Directors of CCT, has unanimously (other than Xxxx Xxxxxxxx, who recused himself) determined that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of CCT, determined that the interests of CCT’s existing stockholders will not be diluted as a result of the Transactions, has approved the CCT Matters and has directed that the CCT Matters be submitted to CCT’s stockholders for approval at a duly held meeting of such stockholders (the “CCT Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt of the affirmative vote of a majority of the votes entitled to be cast on the matter by the holders of outstanding shares of CCT Common Stock to approve the CCT Matters at a duly held meeting of such stockholders (the “CCT Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by Rand CCT and (assuming due authorization, execution and delivery by EastFSIC and Merger Sub) constitutes the valid and binding obligation of RandCCT, enforceable against Rand CCT in accordance with its terms, terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand CCT, nor the consummation by Rand CCT of the Stock PurchaseTransactions, nor compliance by Rand with any of the terms or provisions performance of this Agreement or the Management Agreementsby CCT, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate CCT Charter or Rand the CCT Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (ivSection 3.3(a) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 3.4 are duly obtained and/or made, (A) violate any Law or Order applicable to Rand or CCT, any of its Subsidiary, Consolidated Subsidiaries or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 or without the giving of 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, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Rand CCT or any of its Subsidiary Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement Contract or other instrument or obligation to which Rand CCT or any of its Subsidiary Consolidated Subsidiaries is a party or by which either any of them or any of their respective properties or assets is bound except, with respect to clause (collectivelyii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the “Rand Contracts”)aggregate, reasonably be expected to be material to CCT and its Consolidated Subsidiaries, taken as a whole. Section 3.3(b) of the CCT Disclosure Schedule sets forth, to CCT’s knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) Rand 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 Seller and Seller Subsidiary, Seller and Seller Subsidiary have all requisite corporate power and authority to execute and deliver this Agreement and the Merger Documents, as applicable, and to consummate the Stock Purchasetransactions contemplated hereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement, Agreement and the Management Agreements Merger Documents and the consummation of the Stock Purchase transactions contemplated hereby and thereby have been duly and validly approved by the Rand BoardBoards of Directors of Seller and Seller Subsidiary, as applicable. Except for the approval of Seller’s stockholders of this Agreement, the Parent Merger Documents and the transactions contemplated hereby and thereby, no other corporate proceedings on the part of Seller are necessary to consummate the transactions so contemplated. Except for the approval of Seller Subsidiary’s stockholders of this Agreement, the Subsidiary Merger Documents and the transactions contemplated hereby and thereby, no other corporate proceedings on the part of Seller Subsidiary are necessary to consummate the transactions so contemplated. This Agreement has been and the Merger Documents have been, or will be, duly and validly executed and delivered by Rand Seller and (assuming due authorizationSeller Subsidiary, as applicable, and constitute, or will constitute upon execution and delivery by East) constitutes the thereof, valid and binding obligation obligations of RandSeller and Seller Subsidiary, as applicable, enforceable against Rand Seller and Seller Subsidiary, as applicable, in accordance with its and subject to their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or other similar laws affecting creditors’ rights generally, and except that the availability of general applicability relating to or affecting equitable remedies (including, without limitation, specific performance and injunctive relief) is within the rights discretion of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)court before which any proceeding may be brought. (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”Except as set forth Seller Disclosure Schedule 3.3(b), together with the recommendation none of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement and the Merger Documents by Seller or the Management Agreements by Rand Seller Subsidiary, as applicable, nor the consummation by Rand Seller or Seller Subsidiary of the Stock Purchasetransactions contemplated hereby and thereby in accordance with the terms hereof and thereof, nor or compliance by Rand Seller or Seller Subsidiary with any of the terms or provisions of this Agreement hereof or the Management Agreementsthereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Certificate certificate of incorporation, articles of incorporation or Rand Bylawsbylaws, as applicable, of Seller or the Seller Subsidiary; (ii) violate any provision of the certificate of trust or the applicable governing instruments of Capital Bancorp Trust; (iii) assuming that the consentsconsents and approvals set forth below or listed in Seller Disclosure Schedule 3.3(b) are duly obtained, approvals and filings referred violate any (aa) statute, code, ordinance, rule or regulation, or (bb) any judgment, order, writ, decree or injunction applicable to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and Seller or the Subsidiaries or any of their respective properties or assets; or (iv) assuming the consents and Section 4.4(a) and (b) of the Rand approvals set forth below or listed in Seller Disclosure Schedule 3.3(b) are duly obtained and/or made, (A) violate any Law applicable to Rand or its Subsidiary, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Randobtained, 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 Rand Seller or its Subsidiary under, the Subsidiaries under any of the terms, conditions or provisions of the Seller Agreements (as defined in Section 3.13 below) or any note, bond, mortgage, indenture, guarantee, deed of trust, license, lease, franchise, agreement trust or other instrument or obligation lease to which Rand Seller or its Subsidiary the Subsidiaries is a party party, or by which either of them or any of their respective properties or assets is may be bound or affected. Except as set forth in Seller Disclosure Schedule 3.3(b) and for consents and approvals of or filings or registrations with or notices to the Secretary of State of the State of Mississippi, the Secretary of State of the State of Tennessee, applicable state and federal securities commissions, agencies and other similar regulatory bodies, the Federal Reserve Board (the “FRB”), the Federal Deposit Insurance Corporation (the “FDIC”), the TDFI, the MCB, and the stockholders of Seller and Seller Subsidiary, no consents or approvals of or filings or registrations with or notices to any Governmental Entity or non-governmental third party are required on behalf of Seller or Seller Subsidiary in connection with (a) the execution and delivery of this Agreement and the Merger Documents by Seller or Seller Subsidiary, as applicable, (b) the consummation by Seller of the Parent Merger and the other transactions contemplated hereby and by the Parent Merger Documents, and (c) the consummation by Seller Subsidiary of the Subsidiary Merger and the other transactions contemplated hereby by the Subsidiary Merger Documents. (c) Seller and Seller Subsidiary have taken, or prior to the Closing will take, all action required to be taken by them in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement and the transactions contemplated hereby are exempt from, the requirements of any “moratorium”, “investor protection”, “control share”, “fair price”, “greenmail”, “supermajority”, “affiliate transactions”, “business combination” or other state antitakeover laws and regulations (collectively, the “Rand ContractsTakeover Laws”).

Authority; No Violation. (a) Rand Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the approval of the Parent Share Issuance, by a majority of the votes cast by holders of outstanding Parent Common Stock at a meeting of the shareholders of Parent at which a quorum exists (the “Requisite Parent Vote”), to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase Merger have been duly and validly approved by each of the Rand Parent Board and the Merger Sub Board. The Parent Board has declared it advisable to enter into this Agreement and determined that it is fair to and in the best interests of the shareholders of Parent to enter into this Agreement and consummate the Merger, on the terms and conditions set forth in this Agreement, and has directed that the Parent Share Issuance be submitted to its shareholders for approval at a duly held meeting of such shareholders and has adopted resolutions to the foregoing effect. The Merger Sub Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Merger Sub and its sole stockholder and has adopted a resolution to the foregoing effect. Parent, as Merger Sub’s sole stockholder, has approved this Agreement and the transactions contemplated hereby at a duly held meeting or by written consent of the sole stockholder. Except for (i) the Requisite Parent Vote, (ii) the approval of this Agreement and the transactions contemplated hereby by the sole stockholder of Merger Sub and (iii) the adoption of resolutions by the Parent Board to give effect to the provisions of Section 6.8 in connection with the Closing, no other corporate proceedings on the part of any of Parent 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 Rand each of Parent and Merger Sub and (assuming due authorization, execution and delivery by Eastthe Company) constitutes the a valid and binding obligation of Randeach of Parent and Merger Sub, enforceable against Rand each of Parent and Merger Sub in accordance with its terms, terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). Subject to the receipt of the Requisite Parent Vote, insolvencythe shares of Parent Common Stock to be issued in the Merger have been validly authorized and, fraudulent transferwhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past shareholder of Parent will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)in respect thereof. (b) The Rand Board has determined that this Agreement and Subject to the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 receipt of the Investment Company ActRequisite Parent Vote, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither neither the execution and delivery of this Agreement by Parent or the Management Agreements by Rand Merger Sub, nor the consummation by Rand Parent or Merger Sub of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand any of Parent or Merger Sub with any of the terms or provisions of this Agreement or the Management Agreementshereof, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand Parent Articles, the Parent Bylaws, the Merger Sub Certificate or Rand the Merger Sub Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or made, (A) violate any Law applicable to Rand any of Parent, Merger Sub or its Subsidiary, any of their Subsidiaries or any of their respective properties or assets or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on Rand, 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 Rand any of Parent, Merger Sub or its Subsidiary any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand any of Parent, Merger Sub or its Subsidiary any of their Subsidiaries is a party party, or by which either of them they or any of their respective properties or assets is bound may be bound, except (collectivelyin the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the “Rand Contracts”)aggregate, would not reasonably be likely to (1) have a Material Adverse Effect on Parent or (2) prevent or materially impair the ability of Parent to consummate the Merger and the transactions contemplated by this Agreement.

Authority; No Violation. (a) Rand MCC has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the MCC Stockholder Approval, to consummate the Stock Purchasetransactions contemplated hereby. The execution and delivery of this Agreement, the Management Agreements Agreement and the consummation of the Stock Purchase transactions contemplated hereby have been duly and validly authorized and approved by MCC Board. MCC Board has approved and declared advisable the Rand BoardMerger and this Agreement and determined that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of MCC and its stockholders, has approved the MCC Matters and has directed that the MCC Matters be submitted to MCC’s stockholders for approval and adoption at a duly held meeting of such stockholders, together with the recommendation of MCC Board that the stockholders approve and adopt MCC Matters (the “MCC Board Recommendation”) and has adopted a resolution to the foregoing effect and to include such recommendation in the Joint Proxy Statement/Prospectus. Except for the approval and adoption of MCC Matters by the affirmative vote of the holders of a majority of the outstanding shares of MCC Common Stock (the “MCC Stockholder Approval”) at the MCC Stockholder Meeting, no other corporate proceedings on the part of MCC are necessary to approve the Merger, this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rand MCC and (assuming due authorization, execution and delivery by EastSIC) constitutes the valid and binding obligation of RandMCC, enforceable against Rand MCC in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Rand Board has determined that this Agreement and the Stock Purchase are advisable and in the best interests of Rand and the Rand Stockholders, approved this Agreement and the Stock Purchase in accordance with the NYBCL and Section 23 of the Investment Company Act, resolved to recommend that that Rand Stockholders approve the Rand Stockholder Approvals, and directed that the proposals related to the Rand Stockholder Approvals be submitted to the Rand Stockholders for approval and adoption at a duly held meeting of such Rand Stockholders (the “Rand Stockholder Meeting”), together with the recommendation of Rand Board that Rand Stockholders approve and adopt the proposals related to the Rand Stockholder Approvals (the “Rand Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Management Agreements by Rand MCC nor the consummation by Rand MCC of the Stock Purchasetransactions contemplated hereby, nor compliance by Rand MCC with any of the terms or provisions of this Agreement or the Management AgreementsAgreement, will (i) assuming the completion of the amendment of the Rand Certificate to increase the number of authorized shares of Rand Common Stock as described in Section 7.3(a)(ii), violate any provision of the Rand MCC Certificate or Rand MCC Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Sections 4.4(a)(i)-(v), Sections 4.4(b)(i) and (iv) and Section 4.4(a) and (b) of the Rand Disclosure Schedule 4.4 are duly obtained and/or made, (A) violate any Applicable Law applicable to Rand MCC or any of its SubsidiarySubsidiaries, or any of their respective properties or assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on RandMCC, 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 Rand MCC or any of its Subsidiary Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Rand MCC or any of its Subsidiary Subsidiaries is a party or by which either any of them or any of their respective properties or assets is bound (collectively, the “Rand MCC Contracts”).