Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) GETCO has full power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings on the part of GETCO are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCO, enforceable against GETCO 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) Neither the execution and delivery of this Agreement by GETCO nor the consummation by GETCO of the transactions contemplated hereby, nor compliance by GETCO with any of the terms or provisions of this Agreement, will (i) violate any provision of GETCO Certificate, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (A) violate any law, judgment, order, injunction or decree applicable to GETCO, any of its Subsidiaries or any of their respective properties or assets or (B) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO or any of its Subsidiaries under any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, Permit, Contract, bylaw or other instrument or obligation to which GETCO or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCO.

Authority; No Violation. (a) GETCO i3 has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders holders of GETCOa majority of the outstanding shares of i3 Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOi3. The Board of Directors of GETCO i3 has determined unanimously that declared this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOi3’s Holders entitled to vote stockholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except special meeting of such stockholders and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote holders of the Holders of 70% a majority of the outstanding GETCO Units entitled to vote thereonshares of i3 Common Stock, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO i3 (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO i3 and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B ACE*COMM and Merger Sub Cof this Agreement) constitutes a valid and binding obligation of GETCOi3, enforceable against GETCO i3 in accordance with its terms (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) Neither None of the execution and delivery of this Agreement by GETCO nor i3, the consummation by GETCO i3 of the transactions contemplated hereby, nor or compliance by GETCO i3 with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificatethe Amended and Restated Certificate of Incorporation or Amended and Restated By-Laws of i3, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 hereof are duly obtained and/or madeobtained, (Ax) violate any law, judgment, order, injunction or decree Laws (as defined in Section 9.13) applicable to GETCO, i3 or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO or any of its Subsidiaries under i3 under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO i3 is a party, or by which it or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is boundmay be bound or affected, other thanexcept, in the case of clause (ii)each case, any where such violation, conflict, breach or breach, loss, default, termination, right, cancellation or acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, not have a Material Adverse Effect on GETCOi3.

Authority; No Violation. (a) GETCO Parent has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly, validly and unanimously approved by the Parent Board. The Parent Board will, following receipt of Directors the necessary report of GETCO and the expert designated by the managers Commercial Registry relating to the fair value of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and the assets to be accepted by Parent in the best interests Share Exchange and of GETCO the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for will propose such Capital Increase at such Extraordinary General Meeting, including approval and adoption and has adopted in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to the foregoing effect. Except subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval of this Agreement and the GETCO Merger by shall require the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereonParent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares at which meeting, including the consent if on first call, a quorum of at least one-half of the GETCO CLASS P HOLDER issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“GETCO Holder Parent Shareholder Approval”) no ). No other corporate proceedings on the part of GETCO Parent are necessary to approve this Agreement or and to consummate the transactions contemplated herebyhereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereof. This Agreement has been duly and validly executed and delivered by GETCO Parent and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Company and Merger Sub CCompany Virginia Sub) constitutes a the valid and binding obligation obligations of GETCOParent, enforceable against GETCO Parent 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”)equity). (b) Neither the execution and delivery of this Agreement by GETCO Parent, nor the consummation by GETCO Parent of the Transaction or the other transactions contemplated herebyhereby or thereby, nor compliance by GETCO Parent with any of the terms or provisions of this Agreement, will (i) violate any provision of GETCO Certificate, GETCO Operating Agreement or GETCO Subsidiary Governing Documents the organizational documents of Parent or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 6.4 are duly obtained and/or made, (A) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, injunction writ, decree or decree Injunction applicable to GETCO, Parent or any of its Subsidiaries Parent Subsidiary or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO Parent or any of its the Parent Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO Parent or any of its the Parent Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCO.

Authority; No Violation. (a) GETCO ACE*COMM has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the approval and adoption outstanding shares of this Agreement and ACE*COMM Common Stock represented at the Mergers ACE*COMM Special Meeting in person or by proxy at which the Holders issuance of GETCOthe shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOACE*COMM. The Board of Directors of GETCO ACE*COMM has determined unanimously that declared the ACE*COMM Issuance and this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that the ACE*COMM Issuance and this Agreement be submitted to GETCOACE*COMM’s Holders entitled to vote stockholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except special meeting of such stockholders and, except for the approval of this Agreement and the GETCO Merger such matters by the affirmative vote holders of the Holders of 70% a majority of the outstanding GETCO Units entitled to vote thereonshares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO ACE*COMM and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Ci3) constitutes a valid and binding obligation of GETCOACE*COMM, enforceable against GETCO ACE*COMM in accordance with its terms (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) Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. 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 and sole stockholder Merger Sub, and no other corporate proceedings on the part of 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 Merger Sub and (assuming due authorization, execution and delivery by i3) constitutes a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. All of the outstanding shares of Merger Sub common stock, par value $.01 per share, have been duly authorized, validly issued and are fully paid and non-assessable and are owned by ACE*COMM. Merger Sub was formed for the purpose of consummating the Merger and has no material liabilities or operations. (c) Neither the execution and delivery of this Agreement by GETCO ACE*COMM or Merger Sub nor the consummation by GETCO ACE*COMM or Merger Sub of the transactions contemplated hereby, nor compliance by GETCO ACE*COMM or Merger Sub with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificate(x) the Amended and Restated Certificate of Incorporation or Amended Bylaws of ACE*COMM or (y) the Certificate of Incorporation or Bylaws of Merger Sub, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 4.4 are duly obtained and/or madeobtained, (Ax) violate any law, judgment, order, injunction or decree Laws applicable to GETCO, any of its Subsidiaries ACE*COMM or Merger Sub or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO ACE*COMM or any of its Subsidiaries Merger Sub under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO ACE*COMM or any of its Subsidiaries Merger Sub is a party party, or by which any of them ACE*COMM or Merger Sub or any of their respective properties or assets is boundmay be bound or affected, other thanexcept, in the case of clause (ii)each case, any where such violation, conflict, breach or breach, loss, default, termination, right, cancellation or acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, not have a Material Adverse Effect on GETCOACE*COMM.

Authority; No Violation. (a) GETCO TMM, TMMH and MM each has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCOAncillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been dulyduly and validly authorized by all requisite action on their respective parts, validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings corporate action on the part of GETCO are TMM, TMMH or MM is necessary to approve this Agreement or the Ancillary Agreements to which it is a party or to authorize or consummate the transactions contemplated herebyhereby or thereby, other than approvals from the shareholders of TMM and MM. TMM has received the opinion of XX Xxxxxx Securities, Inc. that the consideration to be received in the Acquisition is fair from a financial point of view to TMM. This Agreement has and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by GETCO TMM, TMMH and MM (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 the Company, Knight, Blocker, Merger Sub A, Merger Sub B other Parties hereto and Merger Sub Cthereto) constitutes a constitute valid and binding obligation obligations of GETCOTMM, TMMH and MM (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall constitute valid and binding obligations of TMM, TMMH and MM at the Closing), enforceable against GETCO TMM, TMMH and MM in accordance with its terms (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) Neither the execution and delivery of this Agreement or the Ancillary Agreements to which it is a party by GETCO TMM, TMMH or MM nor the consummation by GETCO TMM, TMMH or MM of any of the transactions contemplated herebyhereby or thereby to be performed by them, nor compliance by GETCO TMM, TMMH or MM with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of GETCO Certificatethe Charter or Bylaws of TMM, GETCO Operating Agreement TMMH or GETCO MM or the charter or bylaws or comparable organizational documents of GTFM or any GTFM Subsidiary Governing Documents or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 5.5 are duly obtained and/or madeobtained, (Ax) violate violate, conflict with or require any lawnotice, judgmentfiling, orderconsent, injunction waiver or decree applicable approval under any Applicable Law to GETCOwhich TMM, any of its TMMH, MM, GTFM or the GTFM Subsidiaries or any of their respective properties properties, Contracts or assets are subject, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, 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 cancelation 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 other than any Permitted Encumbrance upon any of the respective properties properties, Contracts or assets of GETCO TMM, TMMH, MM, GTFM or the GTFM Subsidiaries under, or require any of its Subsidiaries under any of the termsnotice, conditions approval, waiver or provisions ofconsent under, any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO TMM, TMMH, MM, GTFM or any of its the GTFM Subsidiaries is a party party, or by which TMM, TMMH, MM, GTFM or any of them the GTFM Subsidiaries or any of their respective properties or assets is boundmay be bound or affected, other thanexcept, in the case of this clause (ii), any such violation, conflict, breach as set forth in Section 5.4 of the Seller Disclosure Schedule or loss, default, termination, right, acceleration as would not have or Lien that would notbe reasonably expected to have, individually or in the aggregate, have, or reasonably be expected to have, a GTFM Material Adverse Effect or result in an Encumbrance on GETCOthe GTFM Shares.

Authority; No Violation. (a) GETCO Seller has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, Seller Ancillary Documents and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Seller Ancillary Documents and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved and adopted by the Board of Directors of GETCO each of Seller and by the managers of GETCONHI. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no No other corporate proceedings on the part of GETCO Seller are necessary to approve this Agreement and the Seller Ancillary Documents or to consummate the transactions contemplated hereby. This Agreement has been been, and the Seller Ancillary Documents have been, or will at Closing be, duly and validly executed and delivered by GETCO Seller and (assuming due authorization, execution and delivery by Buyers or the Companyother party thereto, Knightas applicable, Blocker, Merger Sub A, Merger Sub B and Merger Sub Creceipt of the Chapter 11 Court Order (as hereinafter defined)) constitutes a constitute the valid and binding obligation obligations of GETCOSeller, enforceable against GETCO Seller in accordance with its their terms. (b) The Companies each have full corporate power and authority to execute and deliver the Company Ancillary Documents and to consummate the transactions contemplated thereby. The execution and delivery of the Company Ancillary Documents and the consummation of the transactions contemplated thereby have been duly, validly and unanimously approved and adopted by the Board of Directors of each of the Companies. No other corporate proceedings on the part of Seller or the Companies are necessary to approve the Company Ancillary Documents or to consummate the transactions contemplated thereby. The Company Ancillary Documents have each been, or will at Closing be, duly and validly executed and delivered by the Companies and (assuming due authorization, execution and delivery by Buyers or the other party thereto, as applicable) constitute the valid and binding obligations of the Companies, enforceable against the Companies in accordance with their respective 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”)). (bc) Neither the execution and delivery of this Agreement or the Seller Ancillary Documents by GETCO Seller, nor the consummation by GETCO Seller of the transactions contemplated hereby, nor compliance by GETCO Seller with any of the terms or provisions of this Agreement, nor the execution and delivery of the Company Ancillary Documents by the Companies, nor the consummation by the Companies of the transactions contemplated thereby, will (i) violate any provision of GETCO Certificatethe articles of incorporation or bylaws of Seller or NHI, GETCO Operating Agreement the Company Articles or GETCO Subsidiary Governing Documents Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (A) violate any lawLaw, judgment, order, injunction or decree applicable to GETCOSeller, NHI, the Companies, any of its their Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO Seller, NHI, the Companies or any of its their Subsidiaries under under, or trigger or change any rights or obligations (including any increase in payments owed) or require the consent of any Person under, or give rise to a right of cancellation, vesting, payment, exercise, suspension or revocation of any obligation under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw franchise, permit, agreement, or other instrument or obligation to which GETCO Seller, NHI, any of the Companies or any of its their Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCO.

Authority; No Violation. (a) GETCO Each of KCS and KARA Sub has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCOAncillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved authorized by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings all requisite corporate action on the part of GETCO are KCS and KARA Sub and no other corporate action on the part of KCS and KARA Sub is necessary to approve this Agreement or the Ancillary Agreements to which it is a party or authorize or consummate the transactions contemplated herebyhereby and thereby, except for obtaining the approval of its stockholders as described in Section 6.3. KCS has received the opinion of Deutsche Bank that the Acquisition is fair from a financial point of view to KCS. This Agreement has and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by GETCO KCS and KARA Sub (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 the Company, Knight, Blocker, Merger Sub A, Merger Sub B other Parties hereto and Merger Sub Cthereto) constitutes a constitute valid and binding obligation obligations of GETCOKCS and KARA Sub (except for those Ancillary Agreements that are not dated the date hereof, which Ancillary Agreements shall constitute valid and binding obligations of KCS and KARA Sub at the Closing), enforceable against GETCO KCS and KARA Sub in accordance with its terms (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) Neither the execution and delivery of this Agreement or the Ancillary Agreements to which it is a party by GETCO KCS and KARA Sub nor the consummation by GETCO KCS and KARA Sub of the transactions contemplated herebyhereby or thereby to be performed by KCS and KARA Sub, nor compliance by GETCO KCS and KARA Sub with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of GETCO Certificatethe Certificate of Incorporation or Bylaws of KCS or KARA Sub, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 6.3 are duly obtained and/or madeobtained, (Ax) violate violate, conflict with or require any lawnotice, judgmentfiling, order, injunction consent or decree applicable approval under any Applicable Law to GETCO, which KCS or any of its Subsidiaries or any of their respective properties its properties, Contracts or assets are subject, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, 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 cancelation 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 GETCO KCS or KARA Sub under, or require any of its Subsidiaries under any of the termsnotice, conditions approval or provisions ofconsent under, any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO KCS or any of its Subsidiaries is a party party, or by which any of them KCS or any of their respective its Subsidiaries, or any of its properties or assets is boundassets, other than, may be bound or affected except in the case of this clause (ii), any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that ) in each case as would not, individually or in the aggregate, have, not have or reasonably be expected to have, have a KCS Material Adverse Effect on GETCOEffect. (c) The shares of Class A Common Stock to be issued in the Merger, and, if KCS elects, in payment of a portion of the purchase price pursuant to Section 1.2, have been duly authorized and, when issued as contemplated by this Agreement and the Merger Agreement as the case may be, will be duly and validly issued, fully paid and non-assessable and free of any pre-emptive rights and entitled to the benefits and rights set forth in the Certificate of Incorporation of KCS, as in effect at the Effective Time. All shares of KCS Common Stock issuable upon conversion of the Class A Common Stock issued in the Merger and, if KCS elects, in payment of a portion of the purchase price pursuant to Section 1.2, will be, upon any such conversion in accordance with the terms of the Certificate of Incorporation as in effect at the Effective Time, validly issued, fully paid, and non-assessable and free of any pre-emptive rights.

Authority; No Violation. (a) GETCO Continental has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by Continental (the managers of GETCO“Continental Board”). The Continental Board of Directors of GETCO has determined unanimously that this Agreement is advisable and the transactions contemplated hereby are in the best interests of GETCO Continental and its Holders stockholders, has approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the adoption of this Agreement and has directed that this Agreement be submitted to GETCOContinental’s Holders entitled to vote stockholders for approval and adoption and has adopted at a resolution to duly held meeting of such stockholders for such purpose (the foregoing effect“Continental Stockholders Meeting”). Except Except, solely in the case of the Merger, for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereon, including shares of Continental Common Stock at the consent of the GETCO CLASS P HOLDER Continental Stockholders Meeting (the “GETCO Holder Continental Stockholder Approval”) ), no other corporate proceedings on the part of GETCO Continental or any other vote by the holders of any class or series of Continental Capital Stock are necessary to approve or adopt this Agreement or to consummate the transactions contemplated herebyhereby (except for the filing of the appropriate merger documents as required by the Delaware Law). This Agreement has been duly and validly executed and delivered by GETCO Continental and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cother parties hereto) constitutes a the valid and binding obligation of GETCOContinental, enforceable against GETCO Continental 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 Laws affecting the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”)equitable remedies). (b) Neither the execution and delivery of this Agreement by GETCO Continental nor the consummation by GETCO Continental of the transactions contemplated hereby, nor compliance by GETCO Continental with any of the terms or provisions of this Agreement, will (i) assuming (solely in the case of the Merger) that the Continental Stockholder Approval is obtained, violate any provision of GETCO Certificate, GETCO Operating Agreement the Continental Charter or GETCO Subsidiary Governing Documents the Continental Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 4.4 are duly obtained and/or made, (A) violate any lawInjunction or, assuming (solely in the case of the Merger) that the Continental Stockholder Approval is obtained, any statute, code, ordinance, rule, regulation, judgment, order, injunction writ or decree applicable to GETCOContinental, any of its the Continental Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO Continental or any of its the Continental Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, PermitContinental License, Contractlicense, bylaw lease, agreement or other instrument or obligation to which GETCO Continental or any of its the Continental Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other thanexcept, in the case of clause (ii), any for such violationviolations, conflictconflicts, breach breaches, defaults, terminations, rights of termination or losscancelation, default, termination, right, acceleration accelerations or Lien Liens that would not, individually or in the aggregate, have, or reasonably be expected to have, have a Material Adverse Effect on GETCOContinental. Without limiting the generality of the foregoing, as of the date of this Agreement, Continental is not a party to, or subject to, any standstill agreement or similar agreement that restricts any Person from engaging in negotiations or discussions with Continental or from acquiring, or making any tender offer or exchange offer for, any equity securities issued by Continental or any Continental Voting Debt.

Authority; No Violation. (a) GETCO NeoPharm has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO NeoPharm (the “NeoPharm Board”) and by the managers of GETCOSpecial Committee. The Special Committee and the NeoPharm Board of Directors of GETCO has have determined unanimously that this Agreement is advisable and the transactions contemplated hereby are in the best interests of GETCO NeoPharm and its Holders stockholders and has directed that have approved and declared advisable this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effectAgreement. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no No other corporate proceedings on the part of GETCO NeoPharm or any vote by the holders of any class or series of NeoPharm capital stock are necessary to approve or adopt this Agreement or to consummate the transactions contemplated herebyhereby (except for the filing of the appropriate merger documents as required by the Delaware Law), provided that adoption of an amendment to the NeoPharm Charter (the “Charter Amendment”) increasing the number of authorized shares of NeoPharm Common Stock, which is necessary to allow the Convertible Preferred Stock to be converted into NeoPharm Common Stock, is subject to the approval of the holders of a majority of the outstanding shares of NeoPharm Common Stock. This Agreement has been duly and validly executed and delivered by GETCO NeoPharm and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cother parties hereto) constitutes a the valid and binding obligation of GETCONeoPharm, enforceable against GETCO NeoPharm 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 the availability of equity (the “Bankruptcy and Equity Exception”)equitable remedies). (b) Neither the execution and delivery of this Agreement by GETCO NeoPharm and Merger Sub nor the consummation by GETCO NeoPharm and Merger Sub of the transactions contemplated hereby, nor compliance by GETCO NeoPharm and Merger Sub with any of the terms or provisions of this Agreement, will (i) assuming adoption of the Charter Amendment, violate any provision of GETCO Certificate, GETCO Operating Agreement the NeoPharm Charter or GETCO Subsidiary Governing Documents Bylaws or the Merger Sub Charter or Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (A) violate any laworder, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) or, any statute, code, ordinance, rule, regulation, judgment, order, injunction writ or decree applicable to GETCONeoPharm, any of its Subsidiaries Merger Sub or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien lien upon any of the respective properties or assets of GETCO NeoPharm or any of its Subsidiaries under Merger Sub under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, PermitLicense (as defined in Section 3.12(a)), Contractlease, bylaw agreement or other instrument or obligation to which GETCO NeoPharm or any of its Subsidiaries Merger Sub is a party party, or by which any of them they or any of their respective properties or assets is bound, may be bound or affected. (c) Merger Sub has full corporate or other than, 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 case best interests of clause Merger Sub and its sole stockholder, has approved and declared advisable this Agreement, recommended that its sole stockholder vote in favor of the adoption of this Agreement, and directed that this Agreement be submitted to its sole stockholder for adoption. 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 (iiexcept for the vote of its sole stockholder adopting this Agreement and 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, any such violationexecution 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, conflictinsolvency, breach moratorium, reorganization or loss, default, termination, right, acceleration or Lien that would not, individually or in similar laws affecting the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCOrights of creditors generally and the availability of equitable remedies).

Authority; No Violation. (a) GETCO Boston Private has full corporate power and authority to execute and deliver this Agreement and, subject to the approval shareholder and adoption of this Agreement and the Mergers by the Holders of GETCOother actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOBoston Private. The Board of Directors of GETCO Boston Private has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO Boston Private and its Holders shareholders, has adopted this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to GETCOBoston Private’s Holders entitled to vote shareholders for approval and adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of sixty-six and two-thirds percent (66 2/3%) of all the Holders shares of 70% of the outstanding GETCO Units Boston Private Common Stock entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER on this Agreement (the “GETCO Holder ApprovalRequisite Boston Private Vote”) ), and the approval of the Bank Merger Agreement by the board of directors of Boston Private Bank and Boston Private as Boston Private Bank’s sole shareholder, no other corporate proceedings on the part of GETCO Boston Private are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Boston Private and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CSVB Financial) constitutes a valid and binding obligation of GETCOBoston Private, enforceable against GETCO Boston Private in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by GETCO Boston Private nor the consummation by GETCO Boston Private of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), nor compliance by GETCO Boston Private with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificatethe Boston Private Articles of Organization or the Boston Private Bylaws or comparable governing documents of any Boston Private Subsidiary, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 are duly obtained and/or madeobtained, (Ax) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, Boston Private or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO Boston Private or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO Boston Private or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is may be bound, other than, except (in the case of clause clauses (ii)x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breach defaults, terminations, cancellations, accelerations or losscreations that, default, termination, right, acceleration or Lien that would not, either individually or in the aggregate, have, or would not reasonably be expected to have, have a Material Adverse Effect on GETCOBoston Private.

Authority; No Violation. (a) GETCO has United and UNB have full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. United has a sufficient number of authorized but unissued shares of United Common Stock to pay the consideration for the Merger set forth in Article II of this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO each of United and UNB. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effectUNB. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no No other corporate proceedings on the part of GETCO United and UNB are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby (except for the approval by United of the Bank Merger Agreement and except for any shareholder approval that may be required by the NASDAQ/NMS listing rules). This Agreement has been duly and validly executed and delivered by GETCO United and (assuming due authorization, execution UNB and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCOUnited and UNB, enforceable against GETCO United and UNB in accordance with its terms (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 federally-chartered banks, (ii) general equitable principles, and subject (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) Neither the execution and or delivery of this Agreement by GETCO nor the consummation by GETCO United and UNB of the transactions contemplated hereby, nor compliance by GETCO hereby in accordance with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificatethe Certificate of Incorporation or Bylaws of United or the Articles of Association or Bylaws of UNB, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 set forth below are duly obtained and/or madeobtained, (A) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, any of its Subsidiaries United or UNB or any of their respective properties or assets assets, or (Biii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO United or any of its Subsidiaries under UNB under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO United or any of its Subsidiaries UNB is a party party, or by which any of them United or UNB or any of their respective properties or assets is boundmay be bound or affected, other thanexcept, with respect to (ii) and (iii) above, such as in the case aggregate will not have a material adverse effect on the business, operations, assets or financial condition of clause (ii), any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, haveUnited and United's Subsidiaries on a consolidated basis, or reasonably be expected the ability of United and UNB to haveconsummate the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC, a Material Adverse Effect the OTS, the FRB, the New Jersey Secretary of State, the Delaware Secretary of State, the SEC, or applicable state securities bureaus or commissions, 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 GETCObehalf of United or UNB in connection with (a) the execution and delivery by United or UNB of this Agreement, (b) the consummation by United of the Merger and the other transactions contemplated hereby and (c) the execution and delivery by UNB of the Bank Merger Agreement and the consummation by UNB of the Bank Merger and other transactions contemplated thereby. To United's knowledge, no fact or condition exists which United has reason to believe will prevent it or UNB from obtaining the aforementioned consents and approvals.

Authority; No Violation. (a) GETCO TD Banknorth has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, subject to the approval and adoption of this Agreement and the Mergers by the Holders affirmative vote of GETCOthe holders of a majority of the outstanding TD Banknorth Common Stock (the “TD Banknorth Required Vote”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution all requisite corporate and, subject to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote obtainment of the Holders Required TD Banknorth Vote, shareholder action of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) TD Banknorth and no other corporate or shareholder proceedings on the part of GETCO TD Banknorth are necessary pursuant to the TD Banknorth Certificate, the TD Banknorth Bylaws, the DGCL or otherwise to approve and adopt this Agreement or to perform and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO TD Banknorth and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cother Parties) constitutes a valid and binding obligation of GETCOTD Banknorth, enforceable against GETCO TD Banknorth in accordance with its terms (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) Neither Except as set forth in Section 5.3(b) of the TD Banknorth Disclosure Schedule, neither the execution and delivery of this Agreement by GETCO TD Banknorth nor the performance and consummation by GETCO TD Banknorth of the transactions contemplated hereby, nor compliance by GETCO TD Banknorth with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO the TD Banknorth Certificate, GETCO Operating Agreement TD Banknorth Bylaws or GETCO Subsidiary Governing Documents any of the similar governing documents of any of its Subsidiaries or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 5.4 are duly obtained and/or madeobtained, (Ax) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCOTD Banknorth, any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO TD Banknorth or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO TD Banknorth or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other than, except (in the case of clause clauses (ii)x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breach defaults or lossother events which, default, termination, right, acceleration or Lien that would not, either individually or in the aggregate, have, or will not have and would not reasonably be expected to have, have a Material Adverse Effect on GETCOTD Banknorth.

Authority; No Violation. (a) GETCO Each of Golden State and Merger Sub has full corporate power and authority to execute and deliver this Agreement (and, subject in the case of Golden State, the Management Agreement and the Option Agreement (this Agreement, the Management Agreement and the Option Agreement, collectively, the "Golden State Documents")) and to consummate the transactions contemplated hereby (and, in the case of Golden State, thereby). The execution and delivery by Merger Sub of this Agreement and by Golden State of each of the Golden State Documents, and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the respective Boards of Directors of Merger Sub and Golden State. The Board of Directors of Golden State has directed that this Agreement and the Parent Plan of Merger be submitted to Golden State's stockholders for approval at a meeting of such stockholders and, except for the approval and adoption of this Agreement and the Mergers Parent Plan of Merger by the Holders requisite vote of GETCOGolden State's stockholders, no other corporate proceedings on the part of either Golden State or Merger Sub are necessary to approve the Golden State Documents and to consummate the transactions contemplated herebythereby. The execution and delivery of this Agreement and the consummation Each of the transactions contemplated hereby have been duly, validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings on the part of GETCO are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement Golden State Documents has been duly and validly executed and delivered by GETCO Golden State and, in the case of this Agreement, will be by Merger Sub prior to the Effective Time, and (assuming due authorization, execution and delivery by each of Parent Holdings and FNH) this Agreement constitutes or, in the Companycase of Merger Sub, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes will at the Effective Time constitute a valid and binding obligation of GETCOeach of Golden State and Merger Sub, enforceable against GETCO Golden State and Merger Sub in accordance with its terms (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) Neither GFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of GFB. Upon the due and valid approval of the Bank Merger Agreement by Golden State or GSFC, as applicable, as the sole stockholder of GFB and by the Board of Directors of GFB, no other corporate proceedings on the part of GFB will be necessary to consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery by GFB, will be duly and validly executed and delivered by GFB and will (assuming due authorization, execution and delivery by CFB) constitute a valid and binding obligation of GFB, enforceable against GFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 3.3(c) of the Golden State Disclosure Schedule, neither the execution and delivery of this the Golden State Documents by Golden State and Merger Sub or the Bank Merger Agreement by GETCO GFB, nor the consummation by GETCO Golden State, Merger Sub or GFB, as applicable, of the transactions contemplated herebyhereby or thereby, nor compliance by GETCO Golden State, Merger Sub or GFB, as applicable, with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision provi- sion of GETCO Certificatethe Certificate of Incorporation or Bylaws of Golden State or the certificate of incorporation, GETCO Operating Agreement bylaws or GETCO Subsidiary Governing Documents similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 hereof are duly obtained and/or madeobtained, (Ax) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, Golden State or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO Golden State or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO Golden State or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach may be bound or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCOaffected.

Authority; No Violation. (a) GETCO Each of BANC ONE and Newco has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO each of BANC ONE and by Newco. As of the managers First Effective Time, BANC ONE, as sole stockholder of GETCONewco, will have duly approved this Agreement and the transactions contemplated hereby. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and BANC ONE has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote BANC ONE's shareholders for approval and at a meeting of such shareholders and, except for (i) the adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled shares of BANC ONE Common Stock, (ii) the issuance to vote thereonBANC ONE of shares of Newco Common Stock, including (iii) the consent increase in the number of shares of authorized capital stock of Newco contemplated by Section 7.12, (iv) the GETCO CLASS P HOLDER filing by Newco with the Delaware Secretary of certificates of designations with respect to the Newco New Preferred Stock and (v) the “GETCO Holder Approval”) approval by BANC ONE contemplated by the prior sentence, no other corporate proceedings on the part of GETCO BANC ONE or Newco are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO each of BANC ONE and Newco and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CFCN) constitutes a valid and binding obligation of GETCOeach of BANC ONE and Newco, enforceable against GETCO each of BANC ONE and Newco 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”))terms. (b) Neither the execution and delivery of this Agreement by GETCO BANC ONE or Newco, nor the consummation by GETCO BANC ONE of the transactions contemplated hereby, nor compliance by GETCO BANC ONE with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificatethe BANC ONE Articles or Regulations, GETCO Operating Agreement or GETCO Subsidiary Governing Documents the Newco Certificate of Incorporation or Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 5.4 are duly obtained and/or madeobtained, (Ax) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, BANC ONE or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO BANC ONE or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO BANC ONE or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other than, except (in the case of clause (ii)y) above) for such violations, any such violationconflicts, conflict, breach breaches or loss, default, termination, right, acceleration or Lien that would not, defaults which either individually or in the aggregate, have, aggregate will not have or be reasonably be expected likely to have, have a Material Adverse Effect on GETCOBANC ONE.

Authority; No Violation. (a) GETCO Hxxxxx United has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, subject to the approval and adoption of this Agreement and the Mergers by the Holders affirmative vote of GETCOa majority of the votes cast by the holders of the outstanding Hxxxxx United Common Stock at the Hxxxxx United Shareholders Meeting (the “Hxxxxx United Required Vote”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted all requisite corporate and, subject to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote obtainment of the Holders Required Hxxxxx United Vote, shareholder action of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) Hxxxxx United and no other corporate or shareholder proceedings on the part of GETCO Hxxxxx United are necessary pursuant to the Hxxxxx United Certificate, Hxxxxx United Bylaws, the NJCBA or otherwise to approve this Agreement or to perform and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Hxxxxx United and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cother Parties) constitutes a valid and binding obligation of GETCOHxxxxx United, enforceable against GETCO Hxxxxx United in accordance with its terms (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) Neither Except as set forth in Section 4.3(b) of the Hxxxxx United Disclosure Schedule, neither the execution and delivery of this Agreement by GETCO Hxxxxx United nor the performance and consummation by GETCO Hxxxxx United of the transactions contemplated hereby, nor compliance by GETCO Hxxxxx United with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO the Hxxxxx United Certificate, GETCO Operating Agreement Hxxxxx United Bylaws or GETCO Subsidiary Governing Documents any of the similar governing documents of any of its Subsidiaries or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 4.4 are duly obtained and/or madeobtained, (Ax) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCOHxxxxx United, any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO Hxxxxx United or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO Hxxxxx United or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other than, except (in the case of clause clauses (ii)x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breach defaults or lossother events which, default, termination, right, acceleration or Lien that would not, either individually or in the aggregate, have, or will not have and would not reasonably be expected to have, have a Material Adverse Effect on GETCOHxxxxx United.

Authority; No Violation. (a) GETCO HBI has full corporate power and authority to execute and deliver this Agreement andand to consummate the transactions this Agreement contemplates, subject to the approval receipt of the Requisite HBI Vote and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyRequisite Regulatory Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby this Agreement contemplates have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effectHBI. Except for the approval of the Merger pursuant to this Agreement and the GETCO Merger as required under Maryland law by the affirmative vote of the Holders of 70% at least two-thirds of the outstanding GETCO Units shares of HBI Common Stock entitled to vote thereonthereon (such affirmative shareholder vote, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder ApprovalRequisite HBI Vote”) ), no other proceedings corporate approvals on the part of GETCO HBI are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. Other than those set forth in Section 1.8, no corporate approvals on the part of HBI or HBI Bank are necessary to approve the Bank Merger Agreement or consummate the Bank Merger. This Agreement has been duly and validly executed and delivered by GETCO and (HBI and, assuming the due authorization, execution and delivery of this Agreement by FNB, constitutes the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCOHBI, enforceable against GETCO HBI 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 insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”))equitable remedies. (b) Neither the execution and delivery of this Agreement by GETCO HBI nor the consummation by GETCO HBI of the transactions contemplated herebythis Agreement contemplates, nor compliance by GETCO HBI with any of the terms or provisions of this Agreement, will (i) violate any provision of GETCO Certificate, GETCO Operating Agreement the HBI Articles or GETCO Subsidiary Governing Documents the HBI Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or mademade and are in full force and effect, (A) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction issued, promulgated or decree entered into by or with any Governmental Entity (each, a “Law”) applicable to GETCOHBI, any of its the HBI Subsidiaries or any of their respective properties or assets assets, or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) default under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO HBI or any of its the HBI Subsidiaries under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO HBI or any of its the HBI Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other thanexcept for such violations, in the case of conflicts, breaches, defaults, terminations, cancellations, accelerations or creations with respect to clause (ii)) that are not reasonably likely to have, any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, either individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCOHBI.

Authority; No Violation. (a) GETCO Each of Parent Holdings and FNH has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the managers stockholders of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable FNH, and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO either Parent Holdings or FNH are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO each of Parent Holdings and FNH and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B each of Golden State and Merger Sub CSub) this Agreement constitutes a valid and binding obligation of GETCOeach of Parent Holdings and FNH, enforceable against GETCO each of Parent Holdings and FNH in accordance with its terms (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) Neither CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by GETCO Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFB, nor the consummation by GETCO Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated herebyhereby or thereby, nor compliance by GETCO Parent Holdings, FNH or CFB with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of GETCO Certificatethe Certificate of Incorporation or By-Laws of Parent Holdings, GETCO Operating Agreement or GETCO Subsidiary Governing Documents the certificate of incorporation or 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 Section 3.4 4.4 are duly obtained and/or madeobtained, (Ax) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, Parent Holdings or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encum- brance upon any of the respective properties or assets of GETCO Parent Holdings or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO Parent Holdings or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach may be bound or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCOaffected.

Authority; No Violation. (a) GETCO BCIC has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly, validly and unanimously approved duly authorized by all necessary action on the Board part of Directors of GETCO and by the managers of GETCOBCIC Board. The BCIC Board (on the recommendation of Directors of GETCO the BCIC Special Committee) has unanimously (i) determined unanimously that (A) this Agreement is and the terms of the Merger and the related Transactions are advisable and in the best interests of GETCO BCIC and its Holders (B) the interests of BCIC’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved this Agreement and has the Transactions, (iii) directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and the adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote approval of the Holders Transactions be submitted to BCIC’s stockholders for approval at a duly held meeting of 70% such stockholders (the “BCIC Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of BCIC adopt this Agreement and approve the Transactions. Except for receipt of the approval of at least a majority of the outstanding GETCO Units shares of BCIC Common Stock entitled to vote thereon, including thereon to approve the consent BCIC Matters at a duly held meeting of the GETCO CLASS P HOLDER BCIC stockholders (the “GETCO Holder ApprovalBCIC Requisite Vote”) no ), the Merger and the other proceedings Transactions have been authorized by all necessary corporate action on the part of GETCO are necessary to approve this Agreement or to consummate the transactions contemplated herebyBCIC. This Agreement has been duly and validly executed and delivered by GETCO BCIC and (assuming due authorization, execution and delivery by the Company, Knight, BlockerTCPC, Merger Sub A, Merger Sub B and Merger Sub Cthe Advisors) constitutes a the valid and binding obligation of GETCOBCIC, enforceable against GETCO BCIC in accordance with its 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 Enforceability Exception”)). (b) Neither the execution and delivery of this Agreement by GETCO BCIC, nor the consummation by GETCO BCIC of the transactions contemplated herebyTransactions, nor compliance by GETCO with any of the terms or provisions performance of this Agreement, Agreement by BCIC will (i) violate any provision of GETCO Certificatethe BCIC Certificate or the BCIC Bylaws, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, approvals and filings referred to in Section 3.3(a) and Section 3.4 are duly obtained and/or made, (A) violate any law, judgment, order, injunction Law or decree Order applicable to GETCO, BCIC or any of its Consolidated Subsidiaries or any of their respective properties or assets or (B) 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 cancelation 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 GETCO BCIC or any of its Consolidated Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permit, Contract, bylaw Contract or other instrument or obligation to which GETCO BCIC or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is boundbound except, other than, in the case of with respect to clause (iiii)(B), any such violation, conflict, breach or breach, loss, default, termination, rightcancellation, acceleration acceleration, consent, approval or Lien creation that would not, individually or in the aggregate, have, or reasonably be expected to havebe material to BCIC and its Consolidated Subsidiaries, taken as a Material Adverse Effect on GETCOwhole. Section 3.3(b) of the BCIC Disclosure Schedule sets forth, to BCIC’s Knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) GETCO Parent has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by Parent (the managers of GETCO"Parent Board"). The Parent Board of Directors of GETCO has determined unanimously that this Agreement is advisable and the transactions contemplated hereby are in the best interests of GETCO Parent and its Holders stockholders, has resolved to recommend that holders of Parent Common Stock vote in favor of the approval of this Agreement, the Sponsor Stockholders Agreements and the transactions contemplated hereby and thereby and has directed that this Agreement and the Sponsor Stockholders Agreements be submitted to GETCO’s Holders Parent's stockholders for approval at a duly held meeting of such stockholders (the "Parent Stockholders Meeting"), and, except for (i) the approval of this Agreement, the Sponsor Stockholders Agreements and the transactions contemplated hereby and thereby by the affirmative vote of stockholders of Parent having the majority of the voting power present in person or represented by proxy at the Parent Stockholders Meeting or any adjournment or postponement thereof (assuming that the total vote cast on the proposal represents a majority in interest of all outstanding shares of Parent Common Stock entitled to vote for approval vote) (the "Parent Stockholder Approval"), and (ii) the adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO approval of the Merger by Parent as the affirmative vote sole stockholder of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonMerger Sub, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Parent or vote by the holders of any class or series of Parent Capital Stock are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Parent and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cother parties hereto) constitutes a the valid and binding obligation of GETCOParent, enforceable against GETCO Parent 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 Laws affecting the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”)equitable remedies). (b) Neither the execution and delivery of this Agreement by GETCO Parent and Merger Sub nor the consummation by GETCO Parent and Merger Sub of the transactions contemplated hereby, nor compliance by GETCO Parent and Merger Sub with any of the terms or provisions of this Agreement, Agreement will (i) violate any provision of GETCO Certificate, GETCO Operating Agreement the Parent Charter or GETCO Subsidiary Governing Documents the Parent Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 4.4 are duly obtained and/or made, (A) violate any law, judgment, order, injunction Injunction or decree any Law applicable to GETCOParent, any of its the Parent Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO Parent or any of its the Parent Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO Parent or any of its the Parent Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other thanexcept, in the case of clause (ii), any for such violationviolations, conflictconflicts, breach breaches, defaults, terminations, rights of termination or losscancellation, default, termination, right, acceleration accelerations or Lien Liens that would not, individually or in the aggregate, have, or reasonably be expected to have, have a Material Adverse Effect on GETCOParent.

Authority; No Violation. (a) GETCO Each of TD and Berlin Mergerco has full corporate power and authority to execute and deliver this Agreement and, subject to in the approval and adoption case of this Agreement TD, the Stockholders Agreement, and the Mergers by the Holders of GETCOagreements and instruments contemplated hereby and thereby, and to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and, in the case of TD, the Stockholders Agreement, and the agreements and instruments contemplated hereby and thereby, and the performance and consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board all requisite corporate and stockholder action of Directors of GETCO TD and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable Berlin Mergerco, and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate or stockholder proceedings on the part of GETCO TD or Berlin Mergerco are necessary to approve this Agreement or, in the case of TD, the Stockholders Agreement, or the agreements and instruments contemplated hereby or thereby, or to perform or to consummate the transactions contemplated herebyhereby and thereby, except that TD, as sole stockholder of Berlin Mergerco, shall adopt this Agreement in respect of the Acquisition Merger prior to the Acquisition Merger Effective Time. This Agreement has been duly and validly executed and delivered by GETCO TD and Berlin Mergerco and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Banknorth and Merger Sub CBanknorth Delaware) constitutes a valid and binding obligation of GETCOTD and Berlin Mergerco, enforceable against GETCO TD and Berlin Mergerco in accordance with its terms (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) Neither Except as set forth in Section 4.3(b) of the TD Disclosure Schedule, neither the execution and delivery of this Agreement by GETCO TD and Berlin Mergerco, nor the execution and delivery of the Stockholders Agreement by TD, nor the consummation by GETCO TD and Berlin Mergerco of the transactions contemplated herebyhereby or thereby, nor compliance by GETCO TD and Berlin Mergerco with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of GETCO Certificate, GETCO Operating Agreement the charter or GETCO Subsidiary Governing Documents By-laws of TD or the certificate of incorporation or By-laws of Berlin Mergerco or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 4.4 are duly obtained and/or madeobtained, (Ax) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, TD or Berlin Mergerco or any of its their respective Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, 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 cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO TD or Berlin Mergerco or any of its their respective Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO TD or Berlin Mergerco or any of its their respective Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other than, except (in the case of clause (ii)y) above) for such violations, any such violationconflicts, conflictbreaches, breach defaults or loss, default, termination, right, acceleration or Lien that would not, other events which either individually or in the aggregate, have, or aggregate will not have and would not reasonably be expected to have, have a Material Adverse Effect on GETCOTD. (c) The Stockholders Agreement has been duly and validly executed and delivered by TD and (assuming due authorization, execution and delivery by Banknorth and Banknorth Delaware) constitutes a valid and binding obligation of TD enforceable against TD in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (a) GETCO BCB has full corporate power and authority to execute execute, deliver and deliver this Agreement and, subject to the approval and adoption of perform its obligations under this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this This Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOBCB. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and BCB has directed that this Agreement be submitted to GETCOBCB’s Holders entitled to stockholders for adoption at a meeting of such stockholders and, except for the adoption of this Agreement by the requisite vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for of BCB’s stockholders, the approval of this Agreement and an amendment to the GETCO Merger by BCB Certificate of Incorporation to increase the affirmative vote authorized shares of BCB Common Stock, the board appointment of the Holders of 70% of Pamrapo Designees and action to be taken to complete the outstanding GETCO Units entitled to vote thereonSubsidiary Merger, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings (except for regulatory approvals) on the part of GETCO BCB are necessary to approve this the Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO BCB and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CPamrapo) constitutes a valid and binding obligation of GETCOBCB, enforceable against GETCO BCB in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization or fraudulent transfer and similar laws affecting creditors’ rights and remedies generally. (b) The Bank has full corporate power and authority to execute, deliver and perform its obligations under the Bank Merger Agreement and to consummate the Subsidiary Merger and the transactions contemplated thereby. The execution and delivery of general applicability relating the Bank Merger Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the board of directors of the Bank and approved by the sole stockholder of the Bank. No other corporate proceedings on the part of the Bank will be necessary to or affecting consummate the rights transactions contemplated by the Bank Merger Agreement. The Bank Merger Agreement (assuming due authorization, execution and delivery by Pamrapo Bank) will constitute a valid and binding obligation of creditors generally and subject to the Bank, enforceable against the Bank in accordance with its terms, except as enforcement may be limited by general principles of equity (the “Bankruptcy whether applied in a court of law or a court of equity and Equity Exception”))by bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent transfer and similar laws affecting creditors’ rights and remedies generally. (bc) Neither the execution and delivery of this Agreement by GETCO BCB or the Bank Merger Agreement by the Bank, nor the consummation by GETCO BCB or the Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by GETCO BCB or the Bank, as the case may be, with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of GETCO Certificate, GETCO Operating Agreement or GETCO Subsidiary Governing Documents the their respective governing documents or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 4.4 hereof are duly obtained and/or madeobtained, (Ax) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, BCB or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of GETCO BCB or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO BCB or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other than, in the case of clause (ii), except for any such violation, conflict, breach or lossbreach, default, acceleration, termination, right, acceleration modification or Lien that would notcancellation which, individually or in the aggregate, have, or reasonably be expected to have, would not have a Material Adverse Effect on GETCOBCB or materially impact the terms and conditions or transactions contemplated hereby.

Authority; No Violation. (a) GETCO Providian has full corporate power and authority to execute and deliver this Agreement andand to consummate, subject and cause PNB to the approval and adoption of this Agreement and the Mergers by the Holders of GETCOconsummate, to consummate the transactions contemplated hereby. The Board of Directors of Providian at a duly held meeting has (i) determined that this Agreement, the Merger and the Subsidiary Merger are fair to and in the best interests of Providian and its stockholders and declared this Agreement and the Merger to be advisable, (ii) approved the Merger, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the Board (iii) recommended that stockholders of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that Providian adopt this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement such matter be submitted to GETCOfor consideration by Providian’s Holders entitled to vote for approval and adoption and has adopted a resolution to stockholders at the foregoing effectProvidian Stockholders Meeting (as hereinafter defined). Except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereonshares of Providian Common Stock, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Providian are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Providian and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CWashington Mutual) constitutes a valid and binding obligation of GETCOProvidian, enforceable against GETCO Providian in accordance with its terms (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) Neither the execution and delivery of this Agreement by GETCO Providian nor the consummation by GETCO Providian of the transactions contemplated herebyhereby (including the Merger and the Subsidiary Merger), nor compliance by GETCO Providian with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificate, GETCO Operating Agreement the Certificate of Incorporation or GETCO Subsidiary Governing Documents Bylaws of Providian or any of the similar governing documents of any of its Subsidiaries or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 4.4 are duly obtained and/or or made, (Ax) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, Providian or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO Providian or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO Providian or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other than, except (in the case of clause (ii)y) above) for such violations, any such violationconflicts, conflictbreaches, breach defaults or lossother events which, default, termination, right, acceleration or Lien that would not, either individually or in the aggregate, have, or will not have and would not reasonably be expected to have, have a Material Adverse Effect on GETCOProvidian.

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and Company has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote the Company's stockholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such stockholders and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative requisite vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonCompany's stockholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CBuyer) constitutes a valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms (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) Neither The Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of the Bank. Upon the due and valid approval of the Bank Merger Agreement by the Company as the sole stockholder of the Bank and by the Board of Directors of the Bank, no other corporate proceedings on the part of the Bank will be necessary to consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery by the Bank, will be duly and validly executed and delivered by the Bank and (assuming due authorization, execution and delivery by Buyer Bank) will constitute a valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except as enforcement may be limited by laws affecting insured depository institutions, general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 3.3(c) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement and the Option Agreement by GETCO the Company or the Bank Merger Agreement by the Bank, nor the consummation by GETCO the Company or the Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by GETCO the Company or the Bank with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of GETCO Certificatethe Certificate of Incorporation or Amended By-Laws of the Company or the charter, GETCO Operating Agreement bylaws or GETCO Subsidiary Governing Documents similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 hereof are duly obtained and/or madeobtained, (Ax) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO the Company or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other than, except (in the case of clause (ii)y) above) for such violations, any such violationconflicts, conflictbreaches or defaults which, breach or loss, default, termination, right, acceleration or Lien that would not, either individually or in the aggregate, have, would not have or be reasonably be expected likely to have, have a Material Adverse Effect on GETCOthe Company.

Authority; No Violation. (a) GETCO 4.4.1. SBBX has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals, and the approval and adoption of this Agreement and the Mergers by the Holders holders of GETCOthe SBBX Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by SBBX and the consummation by SBBX of the transactions contemplated hereby hereby, including the Merger, have been duly, duly and validly authorized and unanimously approved by the Board of Directors of GETCO SBBX, and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO SBBX, except for the requisite approval of the holders of the SBBX Common Stock, are necessary to approve this Agreement or to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by GETCO SBBX, and (subject to approval by the shareholders of SBBX and receipt of the Regulatory Approvals, and assuming due authorization, and valid execution and delivery of this Agreement by the CompanyPFS, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCOSBBX, enforceable against GETCO SBBX in accordance with its terms (except as may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws of general applicability relating affecting creditors’ rights generally, and subject, as to or affecting the rights of creditors generally and subject enforceability, to general principles of equity (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)). SBBX has approved the Bank Merger and the Bank Merger Agreement in its capacity as sole stockholder of SB One Bank. 4.4.2. Subject to receipt of Regulatory Approvals and SBBX’s and PFS’s compliance with any conditions contained therein, and receipt of the approval of the Merger Agreement and the Merger by the holders of the SBBX Common Stock, (bA) Neither the execution and delivery of this Agreement by GETCO nor SBBX, (B) the consummation by GETCO of the transactions contemplated hereby, nor and (C) compliance by GETCO SBBX with any of the terms or provisions of this Agreement, hereof will not (i) violate conflict with or result in a breach of any provision of GETCO Certificate, GETCO Operating Agreement the certificate of incorporation or GETCO Subsidiary Governing Documents bylaws of SBBX or any SBBX Subsidiary; (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (A) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, any of its Subsidiaries SBBX or any of SBBX Subsidiary or to their respective properties or assets assets; or (Biii) 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 thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO SBBX or any of its Subsidiaries SBBX Subsidiary under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument investment or obligation to which GETCO SBBX or any of its Subsidiaries SBBX Subsidiary is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other thanexcept for such violations, in the case of conflicts, breaches or defaults under clause (ii)) or (iii) hereof which, any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, either individually or in the aggregate, have, or would not reasonably be expected to have, have a Material Adverse Effect on GETCOSBBX and the SBBX Subsidiaries taken as a whole.

Authority; No Violation. (a) GETCO BB&T has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. BB&T. The Board of Directors of GETCO BB&T has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO BB&T and its Holders shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to GETCOBB&T’s Holders entitled to vote shareholders for approval and adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of a majority of all the Holders of 70% of the outstanding GETCO Units votes entitled to vote thereon, including be cast on this Agreement by the consent holders of the GETCO CLASS P HOLDER BB&T Common Stock (the “GETCO Holder ApprovalRequisite BB&T Vote”) ), and subject to the adoption and approval of the Bank Merger Agreement by BB&T as BB&T Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of GETCO BB&T are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO BB&T and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CSunTrust) constitutes a valid and binding obligation of GETCOBB&T, enforceable against GETCO BB&T in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of BB&T Common Stock and New BB&T Preferred Stock to be issued in the Merger have been validly authorized (subject to the receipt of the Requisite BB&T Vote), insolvencyand when issued, fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past shareholder of BB&T 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) Neither the execution and delivery of this Agreement by GETCO BB&T, nor the consummation by GETCO BB&T of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), nor compliance by GETCO BB&T with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificate, GETCO Operating Agreement the BB&T Articles or GETCO Subsidiary Governing Documents the BB&T Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 4.4 are duly obtained and/or madeobtained, (Ax) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, BB&T or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO BB&T or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO BB&T or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is may be bound, other than, except (in the case of clause clauses (ii)x) and (y) above) for such violations, any such violationconflicts, conflict, breach breaches or loss, default, termination, right, acceleration or Lien defaults that would not, either individually or in the aggregate, have, or aggregate would not reasonably be expected to have, have a Material Adverse Effect on GETCO.BB&T.

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany. The Board of Directors of GETCO has determined the Company, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement is advisable and transactions contemplated by this Agreement, including the Merger are fair to and in the best interests of GETCO the Company and its Holders stockholders, (ii) declaring the advisability of this Agreement, (iii) approving this Agreement and has directed transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions herein, (iv) recommending that the Company’s stockholders adopt this Agreement in accordance with the DGCL and (v) directing that the adoption of this Agreement be submitted to GETCOfor consideration of the Company’s Holders entitled to vote stockholders at a meeting duly called and held for approval and adoption and such purpose. As of the date hereof, none of the aforesaid actions by the Board of Directors of the Company has adopted a resolution to the foregoing effect. been amended, rescinded or modified. (b) Except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereon, including the consent shares of the GETCO CLASS P HOLDER Company Common Stock (the “GETCO Holder ApprovalRequisite Company Vote”) ), no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or the Merger or to consummate the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Parent and Merger Sub CSub) constitutes a valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)). (bc) Neither the execution and delivery of this Agreement by GETCO the Company, nor the consummation by GETCO the Company of the transactions contemplated hereby, nor compliance by GETCO the Company with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificate, GETCO Operating Agreement the Company Certificate or GETCO Subsidiary Governing Documents the Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (Ax) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, the Company or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw contract, agreement, or other instrument or obligation to which GETCO the Company or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is may be bound, other than, except in the case of clause (ii)) above for such violations, any such violationconflicts, conflictbreaches, breach losses of benefit, defaults, terminations, cancellations, accelerations or loss, default, termination, right, acceleration or Lien that creations which would not, either individually or in the aggregate, have, or reasonably be expected likely to have, have a Material Adverse Effect on GETCOthe Company or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby.

Authority; No Violation. (a) GETCO FCB has full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of FCB and adoption to the receipt of this Agreement and the Mergers by Consents of the Holders of GETCORegulatory Authorities, to consummate the transactions contemplated hereby. The By a unanimous vote, the Board of Directors of FCB has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement Agreement, has directed that this Agreement, the Plan of Merger and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCOFCB’s Holders entitled to vote shareholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such shareholders and, except for the approval adoption of this such Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonits shareholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings corporate proceeding on the part of GETCO are FCB is necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been Agreement, when duly and validly executed by FCB and delivered by GETCO FCB (and (assuming due authorization, execution and delivery by the CompanyEVBS), Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes will constitute a valid and binding obligation of GETCO, FCB and will be enforceable against GETCO FCB in accordance with its terms (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 “Bankruptcy and Equity Exception”))court before which any proceeding may be brought. (b) Neither Except as set forth in Disclosure Schedule 3.6(b), neither the execution and delivery of this Agreement by GETCO FCB nor the consummation by GETCO FCB of the transactions contemplated hereby, nor compliance by GETCO FCB with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificatethe Articles of Incorporation or Bylaws of FCB or any of its Subsidiaries, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, Consents of the Regulatory Authorities and approvals and filings referred to in Section 3.4 herein are duly obtained and/or madeobtained, (A) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, FCB or any of its Subsidiaries or any of their respective properties or assets or (Biii) 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 thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO FCB or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any material note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractpermit, bylaw lease, agreement or other instrument or obligation to which GETCO FCB or any of its Subsidiaries is a party party, or by which any of them or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach may be bound or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCOaffected.

Authority; No Violation. (a) GETCO Each of FTC and FBT has full corporate power and authority to execute and deliver this Agreement and, subject in the case of (i) the consummation of the Share Exchange and Corporate Merger to the receipt of the Requisite FTC Approval and (ii) the adoption and approval and adoption of the Bank Merger pursuant to this Agreement and by FTC as the Mergers by sole shareholder of FBT (which FTC shall effect promptly after the Holders of GETCOdate hereof), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved in a unanimous vote by the Board board of Directors directors of GETCO FTC and by the managers of GETCOFBT. The Board board of Directors directors of GETCO has FTC determined unanimously that the Share Exchange and Corporate Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO FTC and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOFTC’s Holders entitled to vote shareholders for approval and, except for the Requisite FTC Approval and the adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Bank Merger by FTC as the affirmative vote sole shareholder of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonFBT, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO FTC or FBT are necessary to approve this {JX489484.11} PD.35183901.7 Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO FTC and FBT and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B BancPlus and Merger Sub CBankPlus) constitutes a valid and binding obligation of GETCOeach of FTC and FBT, enforceable against GETCO it in accordance with its 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) Neither the execution and delivery of this Agreement by GETCO FTC and FBT, nor the consummation by GETCO FTC or any of its Subsidiaries, as applicable, of the transactions contemplated herebyhereby (including the Share Exchange, the Corporate Merger and the Bank Merger), nor compliance by GETCO FTC or any of its Subsidiaries with any of the terms or provisions hereof or any of this Agreementthe terms and provisions of any agreement contemplated hereby, will (i) violate any provision of GETCO Certificatethe FTC Articles or the FTC Bylaws or the organizational documents of any of its Subsidiaries, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 4.4 are duly obtained and/or or made, (Ax) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, FTC or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, require the payment of any termination or like fee, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO FTC or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO FTC or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other than, except in the case of clause (ii)) above for such violations, any such violationconflicts, conflictbreaches, breach losses, defaults, terminations, cancellations, accelerations, or loss, default, termination, right, acceleration or Lien that Liens which would not, either individually or in the aggregate, have, or reasonably be expected to have, have a Material Adverse Effect on GETCOFTC.

Authority; No Violation. (a) GETCO GCIC has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly, duly and validly and unanimously approved by the Board GCIC Board, including, after separate meetings and discussion, all of the Independent Directors of GETCO and by the managers of GETCOGCIC. The Board GCIC Board, including, after separate meetings and discussion, all of the Independent Directors of GETCO GCIC, has unanimously determined unanimously that this Agreement is and the terms of the Mergers and the related Transactions are advisable and in the best interests of GETCO and its Holders GCIC, determined that the interests of GCIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the GCIC Matters and has directed that this Agreement the GCIC Matters be submitted to GETCOGCIC’s Holders entitled to vote stockholders for approval and adoption at a duly held meeting of such stockholders (the “GCIC Stockholders Meeting”) and has adopted a resolution resolutions to the foregoing effect. Except for the approval receipt of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% a majority of the outstanding GETCO Units votes entitled to vote thereon, including be cast on the consent matter by the holders of outstanding shares of GCIC Common Stock to approve the GETCO CLASS P HOLDER GCIC Matters at a duly held meeting of GCIC stockholders (the “GETCO Holder ApprovalGCIC Requisite Vote”) no ), the Merger and the other proceedings on the part of GETCO are Transactions have been authorized by all necessary to approve this Agreement or to consummate the transactions contemplated herebycorporate action. This Agreement has been duly and validly executed and delivered by GETCO GCIC and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B GBDC and Merger Sub CSub) constitutes a the valid and binding obligation of GETCOGCIC, enforceable against GETCO GCIC in accordance with its 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) Neither the execution and delivery of this Agreement by GETCO GCIC, nor the consummation by GETCO GCIC of the transactions contemplated herebyTransactions, nor compliance by GETCO with any of the terms or provisions performance of this AgreementAgreement by GCIC, will (i) violate any provision of GETCO Certificatethe GCIC Charter or the GCIC Bylaws, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, approvals and filings referred to in Section 3.3(a) and Section 3.4 are duly obtained and/or made, (A) violate any law, judgment, order, injunction Law or decree Order applicable to GETCO, GCIC or any of its Consolidated Subsidiaries or any of their respective properties or assets or (B) 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 cancelation 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 GETCO GCIC or any of its Consolidated Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permit, Contract, bylaw Contract or other instrument or obligation to which GETCO GCIC or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is boundbound except, other than, in the case of with respect to clause (iiii)(B), any such violation, conflict, breach or breach, loss, default, termination, rightcancellation, acceleration acceleration, consent, approval or Lien creation that would not, individually or in the aggregate, have, or reasonably be expected to havebe material to GCIC and its Consolidated Subsidiaries, taken as a Material Adverse Effect on GETCOwhole. Section 3.3(b) of the GCIC Disclosure Schedule sets forth, to GCIC’s knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) GETCO EVBS has full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of EVBS and adoption to the receipt of this Agreement and the Mergers by Consents of the Holders of GETCORegulatory Authorities, to consummate the transactions contemplated hereby. The By a unanimous vote, the Board of Directors of EVBS has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement Agreement, has directed that this Agreement, the Plan of Merger and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCOEVBS’s Holders entitled to vote shareholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such shareholders and, except for the approval adoption of this such Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonits shareholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings corporate proceeding on the part of GETCO are EVBS is necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been Agreement, when duly and validly executed by EVBS and delivered by GETCO EVBS (and (assuming due authorization, execution and delivery by the CompanyEVBS), Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes will constitute a valid and binding obligation of GETCO, EVBS and will be enforceable against GETCO EVBS in accordance with its terms (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 “Bankruptcy and Equity Exception”))court before which any proceeding may be brought. (b) Neither Except as set forth in EVBS Schedule 4.6(b), neither the execution and delivery of this Agreement by GETCO EVBS nor the consummation by GETCO EVBS of the transactions contemplated hereby, nor compliance by GETCO EVBS with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificatethe Articles of Incorporation or Bylaws of EVBS or any of the EVBS Subsidiaries, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, Consents of the Regulatory Authorities and approvals and filings referred to in Section 3.4 herein are duly obtained and/or madeobtained, (A) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, any of its Subsidiaries EVBS or any of their respective properties or assets the EVBS Subsidiaries or (Biii) 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 thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO EVBS or any of its the EVBS Subsidiaries under under, any of the terms, conditions or provisions of, of any material note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractpermit, bylaw lease, agreement or other instrument or obligation to which GETCO EVBS or any of its the EVBS Subsidiaries is a party party, or by which any of them or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach may be bound or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCOaffected.

Authority; No Violation. (a) GETCO Xxxxxxx has full corporate power and corporate authority to execute and deliver this Agreement and, subject to and the approval and adoption of this Option Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOXxxxxxx. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no No other corporate proceedings on the part of GETCO Xxxxxxx are necessary to approve this Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Option Agreement will be, duly and validly executed and delivered by GETCO Xxxxxxx and (assuming due authorization, execution and delivery by MECH) will constitute valid and binding obligations of Xxxxxxx, enforceable against Xxxxxxx in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar law affecting creditors' rights and remedies generally. (b) Xxxxxxx Bank has full corporate power and corporate authority to execute and deliver the CompanyBank Merger Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of Xxxxxxx Bank and by Xxxxxxx as the sole shareholder of Xxxxxxx Bank. All corporate proceedings on the part of Xxxxxxx Bank necessary to consummate the transactions contemplated thereby will have been taken prior to the Effective Time. The Bank Merger Agreement, Knightupon execution and delivery by Xxxxxxx Bank, Blockerwill be duly and validly executed and delivered by Xxxxxxx Bank and (assuming due authorization, Merger Sub A, Merger Sub B execution and Merger Sub Cdelivery by MS Bank) constitutes will constitute a valid and binding obligation of GETCOXxxxxxx Bank, enforceable against GETCO Xxxxxxx Bank in accordance with its terms (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. (bc) Neither the execution and delivery of this Agreement or the Option Agreement by GETCO Xxxxxxx or the Bank Merger Agreement by Xxxxxxx Bank, nor the consummation by GETCO Xxxxxxx or Xxxxxxx Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by GETCO Xxxxxxx or Xxxxxxx Bank with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of GETCO Certificatethe Certificate of Incorporation or Bylaws of Xxxxxxx or the Charter or Bylaws of Xxxxxxx Bank, GETCO Operating Agreement or GETCO Subsidiary Governing Documents as the case may be, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 4.4(a) hereof are duly obtained and/or madeobtained, (Ax) violate any law, judgment, order, injunction or decree Laws applicable to GETCOWebster, any of its Subsidiaries Webster Bank or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO Xxxxxxx or any of its Subsidiaries Xxxxxxx Bank under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO Xxxxxxx or any of its Subsidiaries Xxxxxxx Bank is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other than, except in the case of clause (ii), any ) for such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that matters as would not, individually or in the aggregate, have, or be reasonably be expected to have, have a Material Adverse Effect on GETCOXxxxxxx or Xxxxxxx Bank or materially impair their ability to consummate the transactions contemplated by the Agreement.

Authority; No Violation. (a) GETCO WAL has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the approval and adoption of this Agreement and the Mergers by the Holders of GETCOrequired regulatory approvals specified herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOWAL. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no No other corporate proceedings on the part of GETCO WAL are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by GETCO WAL and (assuming due authorization, execution and delivery by Target) and constitutes the Companyvalid and binding obligation of WAL, Knightenforceable against WAL in accordance with its terms, Blockerexcept as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar law affecting creditors’ rights and remedies generally. (b) Bank of Nevada has full corporate power and authority to execute and deliver the Bank Merger Sub AAgreement and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Sub B Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of Bank of Nevada and by WAL as the sole stockholder of Bank of Nevada. All corporate proceedings on the part of Bank of Nevada necessary to approve the Bank Merger Sub CAgreement and to consummate the transactions contemplated thereby have been taken. The Bank Merger Agreement, upon execution and delivery by Bank of Nevada, will be duly and validly executed and delivered by Bank of Nevada and will (assuming due authorization, execution and delivery by Target) constitutes constitute a valid and binding obligation of GETCOBank of Nevada, enforceable against GETCO Bank of Nevada in accordance with its terms (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. (bc) Neither the execution and delivery of this Agreement by GETCO WAL or the Bank Merger Agreement by Bank of Nevada, nor the consummation by GETCO WAL of the transactions contemplated herebyhereby or thereby, nor compliance by GETCO WAL or Bank of Nevada with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of GETCO Certificatethe articles of incorporation or bylaws of WAL or the charter or bylaws of Bank of Nevada, GETCO Operating Agreement or GETCO Subsidiary Governing Documents as the case may be, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 4.4 are duly obtained and/or madeobtained, (Ax) violate any law, judgment, order, injunction or decree Laws applicable to GETCOWAL, any Bank of its Subsidiaries Nevada or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO WAL or any Bank of its Subsidiaries Nevada under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO WAL or any Bank of its Subsidiaries Nevada is a party party, or by which any of them they or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach may be bound or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCOaffected.

Authority; No Violation. (a) GETCO AMNB has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby and perform its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Mergers have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOAMNB. The Board of Directors of GETCO AMNB has determined unanimously that this Agreement is and the Mergers, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of GETCO AMNB and its Holders shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Mergers), and has directed that this Agreement be submitted to GETCOAMNB’s Holders entitled to vote shareholders as required by applicable law and the AMNB Articles and the AMNB Bylaws for approval and adoption at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the required approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% more than two-thirds of the outstanding GETCO Units shares of AMNB Common Stock entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER on this Agreement (the “GETCO Holder ApprovalRequisite AMNB Vote”) ), no other corporate proceedings on the part of GETCO AMNB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO AMNB and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CBuyer) constitutes a valid and binding obligation of GETCOAMNB, enforceable against GETCO AMNB in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)). (b) Neither Subject to the receipt of the Requisite AMNB Vote, neither the execution and delivery of this Agreement by GETCO AMNB nor the consummation by GETCO AMNB of the transactions contemplated herebyhereby (including the Mergers), nor compliance by GETCO AMNB with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificatethe AMNB Articles, GETCO Operating Agreement the AMNB Bylaws or GETCO the articles or certificate of incorporation or bylaws (or similar organizational documents) of any AMNB Subsidiary Governing Documents or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 3.5 are duly obtained and/or madeobtained, (A) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, AMNB or any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO AMNB or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO AMNB or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is may be bound, other than, except (in the case of clause (ii)B) above) for such violations, any such violationconflicts, conflictbreaches or defaults that, breach or losswould not reasonably be expected to have, default, termination, right, acceleration or Lien that would not, either individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCOAMNB.

Authority; No Violation. (a) GETCO Buyer has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOBuyer. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and Buyer has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote Buyer's stockholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such stockholders and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative requisite vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonBuyer's stockholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Buyer are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. Without limiting the foregoing, the Board of Directors of Buyer has adopted a resolution declaring that this Agreement, the Merger and the transactions contemplated hereby and thereby are advisable on substantially the terms set forth herein and that such proposed transactions be submitted for consideration at a special meeting of the stockholders of Buyer. This Agreement has been duly and validly executed and delivered by GETCO Buyer and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) this Agreement constitutes a valid and binding obligation of GETCOBuyer, enforceable against GETCO Buyer in accordance with its terms (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) Neither Buyer Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of Buyer Bank. Upon the due and valid approval of the Bank Merger Agreement by Buyer as the sole stockholder of Buyer Bank, and by the Board of Directors of Buyer Bank, no other corporate proceedings on the part of Buyer Bank will be necessary to consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery by Buyer Bank, will be duly and validly executed and delivered by Buyer Bank and will (assuming due authorization, execution and delivery by the Company Bank) constitute a valid and binding obligation of Buyer Bank, enforceable against Buyer Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 5.3(c) of the Buyer Disclosure Schedule, neither the execution and delivery of this Agreement by GETCO Buyer or the Bank Merger Agreement by Buyer Bank, nor the consummation by GETCO Buyer or Buyer Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by GETCO Buyer or Buyer Bank, as the case may be, with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of GETCO Certificatethe Articles of Incorporation or By-Laws of Buyer, GETCO Operating Agreement or GETCO Subsidiary Governing Documents the articles of incorporation or 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 Section 3.4 5.4 are duly obtained and/or madeobtained, (Ax) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, Buyer or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO Buyer or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO Buyer or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach may be bound or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCOaffected.

Authority; No Violation. (a) GETCO Empire has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOEmpire. The Board of Directors of GETCO Empire, at a meeting duly called and held, has determined unanimously that this Agreement is advisable and the transactions contemplated hereby are fair to and in the best interests of GETCO the Empire stockholders and its Holders and has directed resolved to recommend that the holders of the Empire Common Stock adopt this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effectAgreement. Except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote by the holders of the Holders of 70% a majority of the outstanding GETCO Units entitled to vote thereonshares of Empire Common Stock, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Empire (except for matters related to setting the date, time, place and record date for the said meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Empire and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CSterling of this Agreement) this Agreement constitutes a valid and binding obligation of GETCOEmpire, enforceable against GETCO Empire in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transferconveyance and similar Laws affecting creditors' rights and remedies generally. (b) Empire Bank has full corporate or other power and authority to execute and deliver the Institution Merger Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Institution Merger Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of Empire Bank, moratoriumand by Empire as the sole stockholder of Empire Bank prior to the Effective Time. All corporate proceedings on the part of Empire Bank necessary to consummate the transactions contemplated thereby will have been taken prior to the Effective Time. The Institution Merger Agreement, reorganization or similar laws upon execution and delivery by Empire Bank, will be duly and validly executed and delivered by Empire Bank and will (assuming due authorization, execution and delivery by Sterling Savings Bank) constitute a valid and binding obligation of general applicability relating to or affecting the rights of creditors generally and subject to Empire Bank, enforceable against Empire Bank in accordance with its terms, except as enforcement may be limited by 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. (bc) Neither the execution and delivery of this Agreement by GETCO Empire or the Institution Merger Agreement by Empire Bank, nor the consummation by GETCO Empire or its Subsidiaries, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by GETCO Empire or its Subsidiaries with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of GETCO Certificatethe Certificate or Articles of Incorporation or Bylaws of Empire or its Subsidiaries, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 hereof are duly obtained and/or madeobtained, (Ax) violate any law, judgment, order, injunction or decree Laws applicable to GETCOEmpire or its Subsidiaries, any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a material breach of any provision of or the loss of any benefit under, constitute a material default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO Empire or any of its Subsidiaries under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO Empire or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected. (d) For the purposes of this Agreement, "Laws" shall mean any and all statutes, laws, ordinances, rules, regulations and other thanrules of law enacted, in promulgated or issued by any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization including, without limitation, the case of clause OTS, the FDIC, the SEC and any self-regulatory organization (ii), any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to haveeach, a Material Adverse Effect on GETCO"Governmental Entity").

Authority; No Violation. (a) GETCO has Each of Meadowbrook and Merger Sub have full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and, subject to the approval and adoption receipt of this Agreement and the Mergers by the Holders of GETCOMeadowbrook Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Meadowbrook and the consummation of the Merger and the transactions contemplated hereby have been duly, duly and validly approved and unanimously approved adopted by the Board board of Directors directors of GETCO each of Meadowbrook and by the managers of GETCOMerger Sub. The Board board of Directors directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and Meadowbrook has directed that the approval of the issuance of the Meadowbrook Common Stock contemplated by this Agreement be submitted to GETCOMeadowbrook’s Holders entitled to vote shareholders for approval and adoption and has adopted at a resolution to meeting of such shareholders and, except for (i) the foregoing effect. Except for Meadowbrook Shareholder Approval, (ii) the approval filings of this Agreement the Certificates of Merger with the Secretary of State of Ohio and the GETCO Merger by the affirmative vote Michigan Department of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonLabor and (iii) regulatory approvals, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Meadowbrook or Merger Sub are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Meadowbrook and Merger Sub and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CProCentury) constitutes a valid and binding obligation of GETCOMeadowbrook and Merger Sub, enforceable against GETCO Meadowbrook and Merger Sub in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization or fraudulent transfer and similar laws of general applicability relating to or Laws affecting the creditors’ rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”))remedies generally. (b) Neither the execution and delivery of this Agreement by GETCO Meadowbrook or Merger Sub, nor the consummation by GETCO Meadowbrook or Merger Sub of the transactions contemplated hereby, nor compliance by GETCO Meadowbrook or Merger Sub with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificatethe articles of incorporation or bylaws of Meadowbrook or the articles of incorporation, GETCO Operating Agreement bylaws or GETCO Subsidiary Governing Documents similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 5.4 are duly obtained and/or madeobtained, (Ax) violate any lawapplicable Law, judgment, order, injunction or decree applicable to GETCO, any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any Lien upon any of the respective properties or assets of GETCO Meadowbrook or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO Meadowbrook or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other than, in the case of clause (ii), except for any such violation, conflict, breach or lossbreach, default, acceleration, termination, right, acceleration modification or Lien cancellation that would not, individually or in the aggregate, have, or not reasonably be expected to have, have a Meadowbrook Material Adverse Effect on GETCOEffect.

Authority; No Violation. (a) GETCO Wxxxxxx has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the approval and adoption of this Agreement and the Mergers by the Holders of GETCOrequired regulatory approvals specified herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOWxxxxxx. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no No other corporate proceedings on the part of GETCO Wxxxxxx are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by GETCO Wxxxxxx and (assuming due authorization, execution and delivery by NewMil) and constitutes the Companyvalid and binding obligation of Wxxxxxx, Knightenforceable against Wxxxxxx in accordance with its terms, Blockerexcept as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar law affecting creditors’ rights and remedies generally. (b) Wxxxxxx Bank has full corporate power and authority to execute and deliver the Bank Merger Sub AAgreement and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Sub B Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of Wxxxxxx Bank and by Wxxxxxx as the sole stockholder of Wxxxxxx Bank. All corporate proceedings on the part of Wxxxxxx Bank necessary to approve the Bank Merger Sub CAgreement and to consummate the transactions contemplated thereby have been taken. The Bank Merger Agreement, upon execution and delivery by Wxxxxxx Bank, will be duly and validly executed and delivered by Wxxxxxx Bank and will (assuming due authorization, execution and delivery by NewMil Bank) constitutes constitute a valid and binding obligation of GETCOWxxxxxx Bank, enforceable against GETCO Wxxxxxx Bank in accordance with its terms (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. (bc) Neither the execution and delivery of this Agreement by GETCO Wxxxxxx or the Bank Merger Agreement by Wxxxxxx Bank, nor the consummation by GETCO Wxxxxxx of the transactions contemplated herebyhereby or thereby, nor compliance by GETCO Wxxxxxx or Wxxxxxx Bank with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of GETCO Certificatethe articles of incorporation or bylaws of Wxxxxxx or the charter or bylaws of Wxxxxxx Bank, GETCO Operating Agreement or GETCO Subsidiary Governing Documents as the case may be, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 4.4 are duly obtained and/or madeobtained, (Ax) violate any law, judgment, order, injunction or decree Laws applicable to GETCOWebster, any of its Subsidiaries Webster Bank or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO Wxxxxxx or any of its Subsidiaries Wxxxxxx Bank under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO Wxxxxxx or any of its Subsidiaries Wxxxxxx Bank is a party party, or by which any of them they or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach may be bound or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCOaffected.

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly approved and unanimously approved this Agreement duly adopted by the Board of Directors of GETCO and by the managers of GETCOCompany. The Board of Directors of GETCO the Company has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO the Company and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOthe Company’s Holders entitled to vote shareholders for approval and adoption at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger transactions contemplated hereby by the affirmative vote of (i) two-thirds of all the Holders votes entitled to be cast by holders of 70% outstanding Voting Common Stock and Non-Voting Common Stock considered together and (ii) a majority of votes cast by each of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER Voting Common Stock and Non-Voting Common Stock considered separately (the “GETCO Holder Company Shareholder Approval”) no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or to consummate the Merger, the Bank Merger or the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CParent) constitutes a the valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its 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) Neither the execution and delivery of this Agreement by GETCO the Company, nor the consummation by GETCO the Company of the Merger, the Bank Merger or the other transactions contemplated hereby, nor compliance by GETCO the Company with any of the terms or provisions of this Agreement, will (i) violate any provision of GETCO Certificatethe Company Articles, GETCO Operating Agreement the Company Bylaws, or GETCO Subsidiary Governing Documents similar documents of the Company’s Subsidiaries or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (A) violate any law, statute, rule, regulation, judgment, order, injunction or decree issued, promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to GETCOthe Company, any of its Subsidiaries or any of their respective properties or assets or (B) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, franchise, permit, agreement, bylaw or other instrument or obligation to which GETCO the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCO.

Authority; No Violation. (a) GETCO MECH has full corporate power and authority to execute and deliver this Agreement and, subject to and the approval and adoption of this Option Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. MECH The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and MECH has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote MECH's shareholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such shareholders and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative requisite vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonMECH's shareholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO MECH (except for matters related to setting the date, time, place and record date for the meeting) are necessary to approve this Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Option Agreement will be, duly and validly executed and delivered by GETCO MECH and (assuming due authorization, execution and delivery by Xxxxxxx of this Agreement and by Xxxxxxx of the CompanyOption Agreement) will constitute valid and binding obligations of MECH, Knightenforceable against MECH in accordance with their terms, Blockerexcept as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) MS Bank has full corporate power and authority to execute and deliver the Bank Merger Sub AAgreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of MS Bank and by MECH as the sole shareholder of MS Bank. No other corporate proceedings on the part of MS Bank will be necessary to consummate the transactions contemplated thereby. The Bank Merger Agreement, Merger Sub B upon execution and Merger Sub Cdelivery by MS Bank, will be duly and validly executed and delivered by MS Bank and will (assuming due authorization, execution and delivery by Xxxxxxx Bank) constitutes constitute a valid and binding obligation of GETCOMS Bank, enforceable against GETCO MS Bank in accordance with its terms (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. (bc) Neither the execution and delivery of this Agreement and the Option Agreement by GETCO MECH or the Bank Merger Agreement by MS Bank, nor the consummation by GETCO MECH or MS Bank, as the case may be, of the transactions contemplated herebyhereby or thereby, nor compliance by GETCO MECH or MS Bank with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of GETCO Certificatethe Certificate of Incorporation or Bylaws of MECH or the Certificate of Incorporation or Bylaws of MS Bank, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 hereof are duly obtained and/or madeobtained, (Ax) violate any law, judgment, order, injunction or decree Laws (as defined in Section 9.13) applicable to GETCOMECH or MS Bank, any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO MECH or any of its Subsidiaries under MS Bank under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO MECH or any of its Subsidiaries MS Bank is a party party, or by which any of them they or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach may be bound or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCOaffected.

Authority; No Violation. (a) GETCO 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 Sub, Seller and Seller Sub have all requisite corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCOMerger Documents, as applicable, and to consummate the transactions contemplated herebyhereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Merger Documents and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board unanimous vote of the Boards of Directors of GETCO Seller and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effectSeller Sub, as applicable. Except for the approval of Seller’s stockholders of this Agreement Agreement, the Parent Merger Document and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereontransactions contemplated hereby and thereby, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Seller are necessary to approve this Agreement or to consummate the transactions so contemplated. Except for the approval of Seller Sub’s sole stockholder of this Agreement, the Subsidiary Merger Document and the transactions contemplated herebyhereby and thereby, no other corporate proceedings on the part of Seller Sub are necessary to consummate the transactions so contemplated. This Subject to the receipt of the regulatory and other approvals described in this Agreement, this Agreement has been and the Merger Documents have been, or will be, duly and validly executed and delivered by GETCO Seller and (assuming due authorizationSeller Sub, as applicable, and constitute, or will constitute upon execution and delivery by the Companythereof, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation obligations of GETCOSeller and Seller Sub, as applicable, enforceable against GETCO Seller and Seller Sub, as applicable, in accordance with its terms (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) Neither Except as set forth in Seller Disclosure Schedule 3.3(b), none of the execution and delivery of this Agreement and the Merger Documents by GETCO Seller or Seller Sub, as applicable, nor the consummation by GETCO Seller or Seller Sub of the transactions contemplated herebyhereby and thereby in accordance with the terms hereof and thereof, nor compliance by GETCO Seller or Seller Sub with any of the terms or provisions of this Agreementhereof or thereof, will (i) violate any provision of GETCO Certificatethe articles of incorporation or bylaws (or comparable organizational documents) of Seller, GETCO Operating Agreement Seller Sub or GETCO Subsidiary Governing Documents or any other Subsidiary; (ii) assuming that the consents, consents and approvals and filings referred to set forth in Section 3.4 3.3(c) below or listed in Seller Disclosure Schedule 3.3(b) are duly obtained and/or madeobtained, violate any (A) violate any federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, order, policy, guideline or agency requirement of or undertaking to or agreement with any Governmental Entity, including common law (collectively, “Law”) or (B) any judgment, order, writ, decree or injunction or decree applicable to GETCO, any of its Subsidiaries Seller or Seller Sub or any of their respective properties or assets assets; or (Biii) assuming the consents and approvals set forth below or listed in Seller Disclosure Schedule 3.3(b) are obtained, 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 thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO Seller or any of its the Subsidiaries under any of the terms, conditions or provisions of, of the Seller Agreements (as defined in Section 3.13 below) or any note, bond, mortgage, indenture, guarantee, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO Seller or any of its the Subsidiaries is a party party, or by which any of them or any of their respective properties or assets is boundmay be bound or affected. (c) Except as set forth in Seller Disclosure Schedule 3.3(c) and for consents and approvals of or filings or effective registrations with or notices to the Secretary of State of the State of Mississippi, the MCB, the Securities and Exchange Commission (the “Commission”), other thanapplicable state and federal securities commissions, agencies and other similar regulatory bodies (including NASDAQ, the Financial Industry Regulatory Authority (“FINRA”) and other industry self-regulatory organizations), the Federal Reserve Board (the “FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Department of Justice, the stockholders of Seller and Seller Sub and the Treasury Department (as to the redemption by Seller, or the purchase by Acquiror or one of its subsidiaries, of all of the issued and outstanding Seller CDCI Preferred Stock from the Treasury Department), no consents or approvals of or filings or effective registrations with or notices to any Governmental Entity or non-governmental third party are required on behalf of Seller or Seller Sub in connection with (i) the case execution and delivery of clause this Agreement and the Merger Documents by Seller or Seller Sub, as applicable, (ii)) the consummation by Seller of the Parent Merger and the other transactions contemplated hereby and by the Parent Merger Document, any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in and (iii) the aggregate, haveconsummation by Seller Sub of the Subsidiary Merger and the other transactions contemplated hereby and by the Subsidiary Merger Document. (d) Seller and Seller Sub have taken, or reasonably prior to the Closing will take, all action required to be expected taken by them in order to haveexempt this Agreement and the transactions contemplated hereby from, a Material Adverse Effect on GETCOand 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 (collectively, “Takeover Laws”).

Authority; No Violation. (a) GETCO Subject to the approval of this Agreement and the transactions contemplated hereby by the shareholders of Oritani, and subject to the parties obtaining all necessary regulatory approvals, Oritani has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby in accordance with the terms hereof and the Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby in accordance with the terms thereof. On or prior to the date of this Agreement, Oritani’s Board of Directors, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, (i) determined that this Agreement and the Merger are in the best interests of Oritani and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby and (iii) resolved to recommend that the shareholders of Oritani approve this Agreement at the Oritani Shareholders Meeting (the “Oritani Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO Oritani. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable the Bank and by Oritani in its capacity as sole shareholder of the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effectBank. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonapprovals described in paragraph (b) below, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Oritani or the 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 GETCO and (Oritani and, assuming due authorization, and valid execution and delivery of this Agreement by the CompanyValley, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCOOritani, enforceable against GETCO Oritani in accordance with its terms (except as may be limited by terms, 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 and remedies generally and subject subject, as to enforceability, to general principles of equity (the “Bankruptcy and Equity Exception”))equity, whether applied in a court of law or a court of equity. (b) Neither the execution and delivery of this Agreement by GETCO Oritani or the execution and delivery of the Bank Merger Agreement by the Bank, nor the consummation by GETCO Oritani of the transactions contemplated herebyhereby in accordance with the terms hereof or the consummation by the Bank of the transactions contemplated thereby in accordance with the terms thereof, nor or compliance by GETCO Oritani with any of the terms or provisions hereof or compliance by the Bank with any of this Agreementthe terms of provisions thereof, will (i) violate any provision of GETCO Certificatethe Oritani Charter Documents, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 set forth below are duly obtained and/or madeobtained, (A) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, any of its Subsidiaries Oritani or the Bank or any of their respective properties or assets assets, or (Biii) except as set forth in the Oritani 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 thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO Oritani or any of its Subsidiaries under the Bank under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO Oritani or any of its Subsidiaries the Bank is a party party, or by which any either or both of them or any of their respective properties or assets is boundmay be bound or affected except, other thanwith respect to (ii) and (iii) above, such as individually and in the case of clause (ii), any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, aggregate will not have a Material Adverse Effect on GETCOOritani. Except for consents and approvals of or filings or registrations with or notices to the Office of the Comptroller of the Currency (the “OCC”), the Board of Governors of the Federal Reserve System (the “FRB”), the NJDOBI, the New Jersey Department of Treasury, the Secretary of State of the State of Delaware, the SEC, NASDAQ and the shareholders of Oritani, or as listed in the Oritani Disclosure Schedule, no consents or approvals of or filings or registrations with or notices to any federal or state governmental authority, instrumentality or administrative agency or, to the knowledge of Oritani, any third party are necessary on behalf of Oritani or the Bank in connection with (x) the execution and delivery by Oritani of this Agreement and (y) the consummation by Oritani of the transactions contemplated hereby and (z) the execution and delivery by the Bank of the Bank Merger Agreement and the consummation by the Bank of the transactions contemplated thereby. To the knowledge of Oritani, there is no reason why the consents and approvals referenced in the preceding sentence will not be obtained in a timely fashion.

Authority; No Violation. (a) GETCO CBI has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCBI. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and CBI has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote CBI's shareholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such shareholders and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereonshares of CBI Common Stock, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO CBI are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO CBI and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CBancorp) constitutes a valid and binding obligation of GETCOCBI, enforceable against GETCO CBI in accordance with its terms (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) Neither the execution and delivery of this Agreement by GETCO CBI nor the consummation by GETCO CBI of the transactions contemplated hereby, nor compliance by GETCO CBI with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificate, GETCO Operating Agreement the Certificate of Incorporation or GETCO Subsidiary Governing Documents Bylaws of CBI or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 are duly obtained and/or madeobtained, (Ax) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, CBI or any of its Subsidiaries or any of their respective properties or assets assets, or (By) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO CBI or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO CBI or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other than, except (in the case of clause (ii)y) above) for such violations, any such violationconflicts, conflictbreaches or defaults that, breach or loss, default, termination, right, acceleration or Lien that would not, either individually or in the aggregate, have, will not have or be reasonably be expected likely to have, have a Material Adverse Effect on GETCOCBI.

Authority; No Violation. (a) GETCO TD Banknorth has full corporate power and authority to execute and deliver this Agreement and, subject and to the approval perform its obligations hereunder and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board all requisite corporate and shareholder action of Directors of GETCO TD Banknorth and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate or shareholder proceedings on the part of GETCO TD Banknorth are necessary pursuant to the TD Banknorth Certificate, the TD Banknorth Bylaws, the DGCL or otherwise to approve and adopt this Agreement or to perform and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO TD Banknorth and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cother Parties) constitutes a valid and binding obligation of GETCOTD Banknorth, enforceable against GETCO TD Banknorth in accordance with its terms (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) Neither Upon its organization, Merger Sub will have full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Upon approval of this Agreement by the Board of Directors of Merger Sub and TD Banknorth in its capacity as the sole shareholder of Merger Sub, the execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby will have been duly and validly approved by all requisite corporate and shareholder action of Merger Sub and no other corporate or shareholder proceedings on the part of Merger Sub will be necessary pursuant to Merger Sub’s certificate of incorporation and bylaws, the NJBCA or otherwise to approve this Agreement or to perform and consummate the transactions contemplated hereby. Upon its organization, this Agreement will be duly and validly executed and delivered by Merger Sub and following such execution and delivery (assuming due authorization, execution and delivery by the other Parties) this Agreement will constitute a valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (c) Except as set forth in Section 5.2(c) of the TD Banknorth Disclosure Schedule, neither the execution and delivery of this Agreement by GETCO TD Banknorth and Merger Sub nor the performance and consummation by GETCO TD Banknorth and Merger Sub of the transactions contemplated hereby, nor compliance by GETCO TD Banknorth and Merger Sub with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO the TD Banknorth Certificate, GETCO Operating Agreement TD Banknorth Bylaws or GETCO Subsidiary Governing Documents any of the similar governing documents of any of TD Banknorth’s Subsidiaries or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 5.4 are duly obtained and/or madeobtained, (Ax) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCOTD Banknorth, any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO TD Banknorth or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO TD Banknorth or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other than, except (in the case of clause clauses (ii)x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breach defaults or lossother events which, default, termination, right, acceleration or Lien that would not, either individually or in the aggregate, have, or will not have and would not reasonably be expected to have, have a Material Adverse Effect on GETCOTD Banknorth.

Authority; No Violation. (a) GETCO NCF has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the approval and adoption of this Agreement and the Mergers by the Holders requisite vote of GETCOthe holders of NCF Common Stock (the "NCF Shareholder Approval"), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCONCF. The Board of Directors of GETCO has NCF determined unanimously that this Agreement the Merger is advisable and in the best interests interest of GETCO NCF and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote NCF's shareholders for approval and adoption and has adopted at a resolution to the foregoing effectmeeting of such shareholders. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonNCF Shareholder Approval, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO NCF are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO NCF and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CSTI) constitutes a valid and binding obligation obligations of GETCONCF, enforceable against GETCO NCF 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 the availability of equity (the “Bankruptcy and Equity Exception”)equitable remedies). (b) Neither the execution and delivery by NCF of this Agreement by GETCO nor the consummation by GETCO NCF of the transactions contemplated hereby, nor compliance by GETCO NCF with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificate, GETCO Operating Agreement the NCF Articles or GETCO Subsidiary Governing Documents Bylaws of NCF or the governing documents of any of its Subsidiaries or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 4.4 are duly obtained and/or madeobtained, (Ax) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCONCF, any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO NCF or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO NCF or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach may be bound or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCOaffected.

Authority; No Violation. (a) GETCO 4.4.1 FENB has full corporate power and corporate authority to execute and deliver this Agreement and, subject to the approval and adoption receipt of this Agreement the Regulatory Approvals and the Mergers by the Holders of GETCOShareholder Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by FENB and the consummation completion of the transactions contemplated hereby hereby, including the Merger, have been duly, validly validly, and unanimously approved by the FENB Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO are FENB, except for Shareholder Approvals and other actions contemplated by this Agreement such as the termination of certain FENB Compensation and Benefit Plans, is necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. 4.4.2 The FENB Board has adopted resolutions recommending that shareholders of FENB approve and ratify this Agreement and the transactions contemplated herein, and all necessary corporate action in respect thereof on the part of FENB has been taken, subject to the receipt of the Regulatory Approvals and the Shareholder Approvals. The resolutions of the FENB Board recommending that shareholders of FENB approve and ratify this Agreement has not been rescinded, modified or revoked and are, as of the Agreement Date and shall be at the Effective Time, in full force and effect, unless modified or withdrawn as provided in Section 6.10.2. 4.4.3 This Agreement has been duly and validly executed and delivered by GETCO FENB, and, subject to Shareholder Approvals and (assuming Regulatory Approvals and the due authorization, and valid execution and delivery of this Agreement by CUNB and CUB, constitutes the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCOFENB, enforceable against GETCO it in accordance with its terms (except as may be limited by terms, subject to applicable bankruptcy, insolvencyinsolvency and similar Laws affecting creditors’ rights generally, fraudulent transferand subject, moratoriumas to enforceability, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity and Section 8(b)(6)(D) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D) (the “Bankruptcy and Equity Exception”)as applicable). 4.4.4 Except as listed on FENB Disclosure Schedule 4.4.4, subject to receipt of Regulatory Approvals and compliance by the parties hereto with any conditions contained therein, and to the receipt of Shareholder Approvals; (bi) Neither the execution and delivery of this Agreement by GETCO nor FENB, (ii) the consummation by GETCO of the transactions contemplated hereby, nor and (iii) compliance by GETCO FENB with any all of the terms and provisions hereof will not: (A) conflict with or provisions result in a breach of this Agreement, will (i) violate any provision of GETCO Certificatethe Articles of Incorporation or bylaws of FENB; (B) to the Knowledge of FENB, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (A) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, FENB or any of its Subsidiaries or any of their respective properties or assets assets; or (BC) 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 thatwhich, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancelation 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 GETCO or any of its Subsidiaries FENB under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument investment or obligation to which GETCO FENB is a party, or by which they or any of its Subsidiaries is a party or by which any of them or any of their respective FENB’s properties or assets is boundmay be bound or affected, other thanexcept for such violations, in the case of conflicts, breaches or defaults under clause (ii)iii)(B) or (iii)(C) hereof which, any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, either individually or in the aggregate, have, or reasonably be expected to have, will not have a Material Adverse Effect on GETCOFENB taken as a whole.

Authority; No Violation. (a) GETCO Subject to (i) approval by the shareholders of Xxxxxx of this Agreement and (ii) receipt of the required approvals from Regulatory Authorities described in Section 3.04 hereof and compliance with such approvals, Xxxxxx has full corporate power and authority to execute and deliver this Agreement and, subject and to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate complete the transactions contemplated hereby. FCNB has full corporate power and authority to execute and deliver the Bank Plan of Merger and to complete the Bank Merger. The execution and delivery of this Agreement by Xxxxxx and the consummation completion by Xxxxxx of the transactions contemplated hereby and thereby have been duly, unanimously and duly and validly and unanimously approved by the Board board of Directors directors of GETCO Xxxxxx, at a meeting duly called and held, and, except for approval by the managers shareholders of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonXxxxxx, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Xxxxxx are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Xxxxxx and, subject to (i) approval of the shareholders of Xxxxxx of this Agreement and (assuming due authorizationii) receipt of the required approvals from Regulatory Authorities described in Section 3.04 hereof and compliance with such required approvals, execution and delivery by constitutes the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCOXxxxxx, enforceable against GETCO Xxxxxx in accordance with its terms (except as may be limited by terms, subject further to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws of general applicability relating to or Laws affecting the creditors’ rights of creditors generally and subject subject, as to enforceability, to general principles of equity (equity. The Bank Plan of Merger, upon its execution and delivery by FCNB, will constitute the “Bankruptcy valid and Equity Exception”))binding obligation of FCNB, enforceable against FCNB in accordance with its terms, subject to applicable conservatorship or receivership provisions of the FDIA, or insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Neither None of (A) the execution and delivery of this Agreement by GETCO nor Xxxxxx, (B) the consummation execution and delivery of the Bank Plan of Merger by GETCO FCNB, (C) subject to receipt of approvals from the Regulatory Authorities referred to in Section 3.04 hereof and Xxxxxx’x and Xxxxxxxx’x compliance with any conditions contained therein, the completion of the transactions contemplated hereby, nor and (D) compliance by GETCO Xxxxxx or FCNB with any of the terms or provisions hereof or of this Agreementthe Bank Plan of Merger, will (i) violate conflict with or result in a breach of any provision of GETCO Certificate, GETCO Operating Agreement the articles of incorporation or GETCO Subsidiary Governing Documents association or bylaws of Xxxxxx or any Xxxxxx Subsidiary; (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (A) violate any law, judgment, order, injunction or decree Law applicable to GETCO, Xxxxxx or any Xxxxxx Subsidiary or any of its Subsidiaries or any of their respective properties or assets assets; or (Biii) 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 thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO Xxxxxx or any of its Subsidiaries under Xxxxxx Subsidiary under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement, commitment or other instrument or obligation to which GETCO Xxxxxx or any of its Subsidiaries Xxxxxx Subsidiary is a party party, or by which any of them they or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach may be bound or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCOaffected.

Authority; No Violation. (a) GETCO MetroCorp has full corporate power and authority to execute and deliver this Agreement andand any related documents, subject including documents to effect the approval Bank Mergers, and adoption each of this Agreement MetroCorp and the Mergers by the Holders of GETCOBanks has full legal capacity, power and authority to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby. by this Agreement. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the MetroCorp Board. MetroCorp Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is and the transactions contemplated hereby are advisable and in the best interests of GETCO MetroCorp and its Holders stockholders, and has directed that this the Agreement be submitted to GETCOMetroCorp’s Holders entitled to vote stockholders for approval and adoption and has adopted a resolution to the foregoing effectadoption. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote stockholders of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonMetroCorp, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other further actions or corporate proceedings on the part of GETCO MetroCorp are necessary to approve execute and deliver this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by MetroCorp and is a duly authorized, valid, legally binding agreement of MetroCorp enforceable against MetroCorp 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. (c) The Banks have full corporate power and authority to execute and deliver the Bank Merger Agreements and, subject to receipt of the Required Regulatory Approvals specified herein, to consummate the transactions contemplated thereby. The Bank Merger Agreements, upon execution and delivery the Banks, will be duly and validly executed and delivered by GETCO the Banks and will (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CBanks) constitutes constitute a valid and binding obligation of GETCOthe Banks, enforceable against GETCO the Banks in accordance with its terms (their 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 (whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Other than the “Bankruptcy approval of the Boards of the Banks and Equity Exception”))the approval of MetroCorp as sole shareholder of the Banks, no other corporate proceedings on the part of the Banks will be necessary to consummate the transactions contemplated thereby. (bd) Neither the The execution and delivery of this Agreement by GETCO nor does not, and the performance of this Agreement and the consummation by GETCO of the transactions contemplated hereby, nor compliance by GETCO with any of the terms or provisions of this Agreement, Agreement will not (i) conflict with or violate any provision of GETCO CertificateMetroCorp Constituent Documents, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, approvals all required stockholder and filings referred to Required Regulatory Approvals (as defined in Section 3.4 3.4(a)) and consents are duly obtained and/or madeobtained, (A) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, MetroCorp or any of its Subsidiaries or any of their respective properties or assets or (Biii) assuming all required consents of third parties listed in Schedule 3.3(d) are duly obtained, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, 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 cancelation cancellation under, accelerate the performance required by, cause MetroCorp or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result in the creation of any Lien lien, charge or encumbrance upon any of the respective properties or assets of GETCO or any of its Subsidiaries under MetroCorp under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease agreement, bylaw or other instrument or obligation to which GETCO MetroCorp or any of its Subsidiaries Subsidiary thereof is a party party, or by which any of them or any of their respective its properties or assets is boundmay be bound or affected, other than, in excluding from the case of foregoing clause (ii)iii) such violations, any such violationconflicts, conflict, breach breaches or loss, default, termination, right, acceleration or Lien that would not, defaults which either individually or in the aggregate, have, or aggregate would not be reasonably be expected to have, have a Material Adverse Effect on GETCOMetroCorp.

Authority; No Violation. (a) GETCO CVBG has full corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger to the approval and adoption of this Agreement and the Mergers by the Holders requisite vote of GETCOthe holders of CVBG Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCVBG. The Board of Directors of GETCO has CVBG determined unanimously that this Agreement the Merger is advisable and in the best interests interest of GETCO CVBG and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOCVBG’s Holders entitled to vote shareholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such shareholders and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereonshares of CVBG Common Stock, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO CVBG are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO CVBG and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CGCBS) constitutes a valid and binding obligation obligations of GETCOCVBG, enforceable against GETCO CVBG 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 the availability of equity (the “Bankruptcy and Equity Exception”)equitable remedies). (b) Neither the execution and delivery of this Agreement by GETCO CVBG, nor the consummation by GETCO CVBG of the transactions contemplated hereby, nor compliance by GETCO CVBG with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificatethe CVBG Charter or the Bylaws of CVBG, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 4.4 are duly obtained and/or madeobtained, (Ax) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCOCVBG, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO or CVBG, any of its Subsidiaries under or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO or CVBG, any of its Subsidiaries or its Non-Subsidiary Affiliates is a party party, or by which any of them they or any of their respective properties or assets is boundmay be bound or affected, other than, except (in the case of clause (ii)) above) for such violations, any such violationconflicts, conflict, breach breaches or loss, default, termination, right, acceleration or Lien that would not, defaults which either individually or in the aggregate, have, or reasonably be expected to have, aggregate will not have a Material Adverse Effect on GETCOCVBG.

Authority; No Violation. (a) GETCO Yadkin has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOYadkin. The Board of Directors of GETCO Yadkin has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO Yadkin and its Holders shareholders, has adopted this Agreement and has directed that this Agreement the issuance of shares of Yadkin Common Stock in connection with the Merger be submitted to GETCOYadkin’s Holders entitled to vote shareholders for approval and adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% a majority of the outstanding GETCO Units entitled to vote thereon, including votes cast by the consent holders of the GETCO CLASS P HOLDER shares of Yadkin Common Stock at the Yadkin Meeting to approve the issuance of shares of Yadkin Common Stock in connection with the Merger (the “GETCO Holder ApprovalRequisite Yadkin Vote”) ), no other corporate proceedings on the part of GETCO Yadkin are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Yadkin and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CNewBridge) constitutes a valid and binding obligation of GETCOYadkin, enforceable against GETCO Yadkin in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Yadkin Common Stock to be issued in the Merger have been validly authorized (subject to the attainment of the Requisite Yadkin Vote), insolvencywhen issued, fraudulent transferwill be validly issued, moratoriumfully paid and nonassessable, reorganization and no current or past shareholder of Yadkin 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) Neither the execution and delivery of this Agreement by GETCO Yadkin, nor the consummation by GETCO Yadkin of the transactions contemplated hereby, nor compliance by GETCO Yadkin with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificatethe Yadkin Certificate or the Yadkin Bylaws, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 4.4 are duly obtained and/or madeobtained, (Ax) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCOYadkin, any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO Yadkin or any of its Subsidiaries under under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO Yadkin or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is may be bound, other than, except (in the case of clause (ii)y) above) for such violations, any such violationconflicts, conflict, breach breaches or loss, default, termination, right, acceleration or Lien that would not, defaults which either individually or in the aggregate, have, or aggregate would not reasonably be expected to have, have a Material Adverse Effect on GETCOYadkin. (c) Yadkin Bank has adopted the Bank Merger Agreement, Yadkin, as the sole shareholder of Yadkin Bank, has approved the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by Yadkin Bank.

Authority; No Violation. (a) GETCO Piedmont has full requisite corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions of Piedmont contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions of Piedmont contemplated hereby have been duly, duly and validly authorized and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOPiedmont Board. The Piedmont Board of Directors of GETCO has determined unanimously that the Piedmont Merger, on substantially the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO Piedmont and its Holders stockholders, and that the Agreement and the transactions of Piedmont contemplated hereby are at a price and terms that are fair to and in the best interest of Piedmont and its stockholders. The Piedmont Board has directed that this Agreement Agreement, be submitted to GETCOPiedmont’s Holders entitled to stockholders for consideration at a duly held meeting of such stockholders and has recommended that Piedmont’s stockholders vote for approval and in favor of the adoption and has adopted a resolution to approval of this Agreement and the foregoing effecttransactions contemplated hereby. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% two-thirds of the outstanding GETCO Units shares of Piedmont Common Stock entitled to vote thereonat such meeting, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Piedmont are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Piedmont and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Yadkin and Merger Sub CVantage) constitutes a the valid and binding obligation of GETCOPiedmont, enforceable against GETCO Piedmont 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 or by 12 U.S.C. Section 1818(b)(6)(D) (or any successor statute) and any bank regulatory powers and subject to general principles of equity (the “Bankruptcy and Equity Exception”)equity). (b) Neither the execution and delivery of this Agreement by GETCO Piedmont, nor the consummation by GETCO Piedmont of the transactions contemplated hereby, nor compliance by GETCO Piedmont with any of the terms or provisions of this Agreement, will (i) assuming that stockholder approval referred to in Section 5.3(a) has been obtained, violate any provision of GETCO Certificate, GETCO Operating Agreement the Piedmont Certificate or GETCO Subsidiary Governing Documents the Piedmont Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 5.4 are duly obtained and/or made, (A) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, injunction writ, decree or decree Injunction applicable to GETCOPiedmont, any of or its Subsidiaries or any of their respective properties or assets or (B) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO or any of its Subsidiaries under Piedmont under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO or any of its Subsidiaries Piedmont is a party or by which it or any of them or any of their respective its properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCO.

Authority; No Violation. (a) GETCO Subject to the approval of this Agreement and the transactions contemplated hereby by the shareholders of 1st United, and subject to the parties obtaining all necessary regulatory approvals, 1st United has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby in accordance with the terms hereof and FUB has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby in accordance with the terms thereof. On or prior to the date of this Agreement, 1st United’s Board of Directors, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, (i) determined that this Agreement and the Merger are fair to and in the best interests of 1st United and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby and (iii) resolved to recommend that the shareholders of 1st United approve this Agreement at the 1st United Shareholders Meeting (the “1st United Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO 1st United. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effectFUB. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonapprovals described in paragraph (b) below, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO 1st United or FUB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO and (1st United and, assuming due authorization, and valid execution and delivery of this Agreement by the CompanyValley, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCO1st United, enforceable against GETCO 1st United in accordance with its terms (except as may be limited by terms, 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 and remedies generally and subject subject, as to enforceability, to general principles of equity (the “Bankruptcy and Equity Exception”))equity, whether applied in a court of law or a court of equity. (b) Neither the execution and delivery of this Agreement by GETCO 1st United or the execution and delivery of the Bank Merger Agreement by FUB, nor the consummation by GETCO 1st United of the transactions contemplated herebyhereby in accordance with the terms hereof or the consummation by FUB of the transactions contemplated thereby in accordance with the terms thereof, nor or compliance by GETCO 1st United with any of the terms or provisions hereof or compliance by FUB with any of this Agreementthe terms of provisions thereof, will (i) violate any provision of GETCO Certificatethe 1st United Charter Documents, GETCO Operating Agreement or GETCO Subsidiary Governing Documents or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 set forth below are duly obtained and/or madeobtained, (A) violate any lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to GETCO, any of its Subsidiaries 1st United or FUB or any of their respective properties or assets assets, or (Biii) except as set forth in the 1st United 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 thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation 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 GETCO 1st United or any of its Subsidiaries under FUB under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, deed of trust, Permitlicense, Contractlease, bylaw agreement or other instrument or obligation to which GETCO 1st United or any of its Subsidiaries FUB is a party party, or by which any either or both of them or any of their respective properties or assets is boundmay be bound or affected except, other thanwith respect to (ii) and (iii) above, such as individually and in the case of clause (ii), any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, aggregate will not have a Material Adverse Effect on GETCO1st United. Except for consents and approvals of or filings or registrations with or notices to the Office of the Comptroller of the Currency (the “OCC”), the FDIC (including the consent to the assignment of the Shared-Loss Agreements (as hereinafter defined), the Board of Governors of the Federal Reserve System (the “FRB”), the OFR, the Florida Department of State, the SEC, and the shareholders of 1st United, or as listed in the 1st United Disclosure Schedule, no consents or approvals of or filings or registrations with or notices to any federal or state governmental authority, instrumentality or administrative agency or, to the knowledge of 1st United, any third party (other than consents or approvals of third parties the absence of which will not have a Material Adverse Effect on 1st United or FUB) are necessary on behalf of 1st United or FUB in connection with (x) the execution and delivery by 1st United of this Agreement and (y) the consummation by 1st United of the transactions contemplated hereby and (z) the execution and delivery by FUB of the Bank Merger Agreement and the consummation by FUB of the transactions contemplated thereby. To the knowledge of 1st United, there is no reason why the consents and approvals referenced in the preceding sentence will not be obtained in a timely fashion.

Authority; No Violation. (a) GETCO First Xxxxxxx has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the approval and adoption of this Agreement and the Mergers by the Holders of GETCOrequired regulatory approvals specified herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOFirst Xxxxxxx. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and First Xxxxxxx has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOFirst Chester’s Holders entitled to vote shareholders for approval and adoption and has adopted a resolution to at the foregoing effect. Except First Xxxxxxx Special Meeting and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% a majority of the outstanding GETCO Units entitled to vote thereonshares of First Xxxxxxx Common Stock, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO First Xxxxxxx (except for matters related to setting the date, time, place and record date for the First Xxxxxxx Special Meeting) are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by GETCO First Xxxxxxx and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CTower of this Agreement) constitutes a will constitute valid and binding obligation obligations of GETCOFirst Xxxxxxx, enforceable against GETCO First Xxxxxxx in accordance with its terms (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) Neither the execution and delivery of this Agreement by GETCO First Xxxxxxx nor the consummation by GETCO First Xxxxxxx of the transactions contemplated hereby, nor compliance by GETCO First Xxxxxxx with any of the terms or provisions of this Agreementhereof, will (i) violate any provision of GETCO Certificate, GETCO Operating Agreement the charter or GETCO bylaws of First Xxxxxxx or any First Xxxxxxx Subsidiary Governing Documents or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 are duly obtained and/or madeobtained, (Ax) violate any law, judgment, order, injunction or decree Laws applicable to GETCO, First Xxxxxxx or any of its Subsidiaries the First Xxxxxxx Subsidiaries, or any of their respective properties or assets or (B) violateassets, 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancelation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of GETCO or any of its Subsidiaries under any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, Permit, Contract, bylaw or other instrument or obligation to which GETCO or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound, other than, in the case of clause (ii), any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on GETCO.or