Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”), no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by Parent) constitutes a valid and binding obligation of Company, enforceable against 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 insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by Company nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate or the Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

Authority; No Violation. (a) Company Charter has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of CompanyCharter. The Board of Directors of Company Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to CompanyCharter’s stockholders for adoption approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of this the Bank Merger Agreement by the affirmative vote board of the holders directors of outstanding Company Common Stock (the “Requisite Company Vote”)CharterBank and Charter as its sole shareholder, no other corporate proceedings on the part of Company Charter are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company Charter and (assuming due authorization, execution and delivery by ParentCenterState) constitutes a valid and binding obligation of CompanyCharter, enforceable against Company Charter in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by Company Charter nor the consummation by Company Charter of the transactions contemplated hereby, nor compliance by Company Charter with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate Charter Articles or the Company Charter Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 3.05 are duly obtained and/or made, (x) violate any lawLaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company Charter or any of its Subsidiaries CharterBank or any of their respective properties or assets assets, including but not limited to, 12 C.F.R. 239.63(f), or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company Charter or any of its Subsidiaries CharterBank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company Charter or any of its Subsidiaries CharterBank is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on CompanyCharter.

Authority; No Violation. (a) Company Home has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of CompanyHome. The Board of Directors of Company Home has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Company Home and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CompanyHome’s stockholders shareholders for adoption approval at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company shares of Home Common Stock (the “Requisite Company Home Vote”)) and the adoption and approval of the Bank Merger Agreement by Home as the sole shareholder of Home Federal Bank, no other corporate proceedings on the part of Company Home or any Home Subsidiary are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company Home and (assuming due authorization, execution and delivery by ParentCascade) constitutes a valid and binding obligation of CompanyHome, enforceable against Company Home in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity Enforceability Exceptions (the “Enforceability Exceptions”as defined in Section 3.16)). (b) Neither the execution and delivery of this Agreement by Company Home nor the consummation by Company Home or any Home Subsidiary of the transactions contemplated hereby, nor compliance by Company Home or any Home Subsidiary with any of the terms or provisions hereof, will will (i) violate any provision of the Company Certificate Home Articles, the Home Bylaws or the Company Bylaws organization or governing documents of any Home Subsidiary or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 are duly obtained and/or madeobtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or Home, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company Home or any of its Subsidiaries (each a “Home Default”) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company Home or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (iiy) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations defaults which, either individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on CompanyHome. (c) The Board of Directors of Home Federal Bank has adopted the Bank Merger Agreement, Home, as the sole shareholder of Home Federal Bank, shall promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement will be duly executed by Home Federal Bank on the date of this Agreement.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger Transaction and the other transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of CompanyCompany Board. The Company Board of Directors of Company has determined that this Agreement and the Merger, on Transaction and the terms other transactions contemplated hereby are advisable and conditions set forth in this Agreement, is in the best interests of the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for adoption approval and adoption, and recommended that such stockholders adopt this Agreement, at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Promptly following the organization of Company Virginia Sub, the Company, as the sole shareholder of Company Virginia Sub, will approve the Share Exchange and waive any right to dissent from the Share Exchange for all purposes of Section 13.1-729 et seq. of the VSCA such that the provisions of such sections will not apply to this Agreement, the Transaction or any of the other transactions contemplated hereby and Section 13.1-728.1 et seq. will not apply thereto by virtue of Company Virginia Sub being a party to this Agreement. Except for the adoption of this Agreement by the affirmative vote of the holders of not less than a majority of the outstanding Company Common Stock Stock, voting together as a single class (the “Requisite Company VoteStockholder Approval”), no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Transaction or the other transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Parent Texas Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)equity). (b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transaction or the other transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate or the Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 5.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to Company or the Company, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

Authority; No Violation. (a) Company Each of FSIC and Merger Sub has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the Merger Transactions have been duly and validly approved by the Board Boards of Directors of Companyeach of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Board of Directors of Company FSIC, including all of the Independent Directors of FSIC, has unanimously determined that the Merger, on this Agreement and the terms of the Mergers and conditions set forth in this Agreement, is the related Transactions are advisable and in the best interests of Company and its FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that this Agreement and the transactions contemplated hereby FSIC Matters be submitted to CompanyFSIC’s stockholders for adoption approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for the adoption receipt of this Agreement by the affirmative vote of a majority of the holders votes cast on the FSIC Matters at a duly held meeting of outstanding Company Common Stock such stockholders (the “FSIC Requisite Company Vote”), no the Merger and the other Transactions have been authorized by all necessary corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyaction. This Agreement has been duly and validly executed and delivered by Company FSIC and Merger Sub and (assuming due authorization, execution and delivery by ParentCCT) constitutes a the valid and binding obligation of Companyeach of FSIC and Merger Sub, enforceable against Company each of FSIC and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally Bankruptcy and subject to general principles of equity (the “Enforceability Exceptions”)Equity Exception). (b) Neither the execution and delivery of this Agreement by Company FSIC or Merger Sub, nor the consummation by Company FSIC or Merger Sub of the transactions contemplated herebyTransactions, nor compliance performance of this Agreement by Company with any of the terms FSIC or provisions hereofMerger Sub, will (i) violate any provision of the Company Certificate FSIC Charter, FSIC Bylaws or the Company Bylaws bylaws or charter of Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 4.3(a) and Section 4.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to Company FSIC or any of its Consolidated Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Company FSIC or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Company FSIC or any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ii)(B), any such violationsviolation, conflictsconflict, breachesbreach, defaultsloss, terminationsdefault, cancellationstermination, accelerations cancellation, acceleration, consent, approval or creations whichcreation that would not, either individually or in the aggregate, would not reasonably be likely expected to have be material to FSIC and its Consolidated Subsidiaries, taken as a Material Adverse Effect on Companywhole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and the Stock Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Stock Option Agreement and the consummation of the Merger transactions contemplated hereby and thereby (including the Certificate Amendment) have been duly duly, validly and validly unanimously approved by the Board of Directors of Company. Such unanimous approval by the Board of Directors is sufficient to render inapplicable the provisions of Section 3 of Article VII of the Company Certificate. The Board of Directors of Company has determined unanimously that the Merger, on the terms this Agreement is advisable and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for approval and adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”)entitled to vote at such meeting, no other corporate proceedings on the part of Company are necessary to approve this Agreement or the Stock Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a constitute the valid and binding obligation obligations of Company, enforceable against Company in accordance with its their terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement or the Stock Option Agreement by Company nor the consummation by Company of the transactions contemplated herebyhereby or thereby, nor compliance by Company with any of the terms or provisions hereofof this Agreement or the Stock Option Agreement, will (i) violate any provision of the Company Certificate or the Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, injunction or decree or injunction applicable to Company or Company, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, Company Securitization Document, agreement, bylaw or other instrument or obligation to which Company or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

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

Authority; No Violation. (a) Company First National Bankshares has full corporate power and authority to execute and deliver this Agreement and and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of First National Bankshares Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of CompanyFirst National Bankshares, including all approvals required under Article VII of the First National Bankshares Charter. The Board of Directors of Company has First National Bankshares determined that the Merger, on the terms Merger is advisable and conditions set forth in this Agreement, is in the best interests interest of Company First National Bankshares and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders First National Bankshares’ shareholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company shares of First National Bankshares Common Stock (the “Requisite Company Vote”)Stock, no other corporate proceedings on the part of Company First National Bankshares are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company First National Bankshares and (assuming due authorization, execution and delivery by ParentFifth Third) constitutes a valid and binding obligation of CompanyFirst National Bankshares, enforceable against Company First National Bankshares in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity (the “Enforceability Exceptions”)equitable remedies). (b) Neither Except as disclosed in the First National Bankshares Disclosure Schedule, neither the execution and delivery of this Agreement by Company First National Bankshares, nor the consummation by Company First National Bankshares of the transactions contemplated hereby, nor compliance by Company First National Bankshares with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate First National Bankshares Charter or the Company Bylaws of First National Bankshares, 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, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or First National Bankshares, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require payment or indemnification under, require divestiture of, or result in the creation of any Lien upon any of the respective properties or assets of Company First National Bankshares or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company First National Bankshares or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations which, defaults which either individually or in the aggregate, would aggregate will not reasonably be likely to have a Material Adverse Effect on CompanyFirst National Bankshares. (c) First National Bankshares’ shareholders are not entitled to exercise any dissenters’ or appraisal rights in connection with the transactions contemplated hereby.

Authority; No Violation. (a) The Company has full corporate power and corporate authority to execute and deliver this Agreement and and, subject to receipt of the Company Required Vote (as hereinafter defined) (to the extent such Company Required Vote is required by applicable law), to consummate the transactions contemplated hereby. The Company Board at a duly held meeting has (i) determined that this Agreement, the Offer and the Merger are in the best interests of the Company and its shareholders and declared this Agreement, the Offer and the Merger to be advisable, (ii) approved the Offer and the Merger, the execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby and (iii) subject to Section 8.8, recommended that shareholders of the Company adopt this Agreement and, if required by applicable law, directed that such matter be submitted to for consideration by the Company’s stockholders for adoption shareholders at a meeting of such stockholders and has adopted a resolution to the foregoing effectCompany Shareholder Meeting (as hereinafter defined). Except for the adoption of this Agreement by the affirmative vote of a majority of the holders outstanding shares of outstanding Company Common Stock entitled to vote in accordance with applicable law, if required (the “Requisite Company Required Vote”), no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and 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 (the “Enforceability Bankruptcy and Equity Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated herebyhereby (including, without limitation, the Offer and the Merger), nor compliance by the Company with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate Articles of Incorporation or Bylaws of the Company Bylaws 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 5.4 are duly obtained and/or or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries or any of their respective properties or assets assets, or (yB) violate, conflict with, result in a breach of any provision of of, or require redemption or repurchase or otherwise require the loss purchase or sale of any benefit undersecurities, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations other events which, either individually or in the aggregate, would not reasonably be likely expected to have result in a Company Material Adverse Effect on CompanyEffect.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders shareholders for approval and adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except shareholders and, except for the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative requisite vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”)Company’s shareholders, no other corporate proceedings on the part of the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))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) Neither Except as may be set forth in Section 4.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Company the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate any provision of the Articles of Incorporation or Bylaws of the Company Certificate or the Company Bylaws articles of incorporation, bylaws or 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 hereof are duly obtained and/or madeobtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective material properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective material properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Companyaffected.

Authority; No Violation. (a) Company Each Seller has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and, subject to the receipt of the Seller Required Governmental Approvals, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the Ancillary Agreements by the Sellers and the consummation by the Sellers of the Merger Transactions have been duly and validly approved authorized by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote all necessary corporate action of the holders of outstanding Company Common Stock (the “Requisite Company Vote”), no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated herebySellers. This Agreement has been duly and validly executed and delivered by Company and (the Sellers and, assuming the due authorization, execution and delivery by Parent) the Purchaser, constitutes a the valid and binding obligation of Companythe Sellers, enforceable against Company the Sellers in accordance with its terms (except in all cases as such enforceability 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 insured depository institutions or the rights of creditors generally and subject to general principles of equity (equity, whether applied in a court of law or a court of equity. Each Ancillary Agreement, upon execution and delivery by the “Enforceability Exceptions”))Sellers, and assuming the due authorization, execution and delivery by Purchaser, will constitute the valid and binding obligation of the Sellers, enforceable against the Sellers in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity, whether applied in a court of law or a court of equity. (b) Neither Subject to receipt of the Seller Required Governmental Approvals and the Third Party Consents, and expiration of related waiting periods, neither the execution and delivery of this Agreement by Company and any Ancillary Agreement nor the consummation by Company of the transactions contemplated hereby, nor Transactions and compliance by Company the Sellers with any of the terms or provisions hereof, will hereof or thereof will: (i) violate conflict with or result in a breach or violation of or a default under any provision of the Company Certificate federal stock charter or bylaws of the Bank or the Company Bylaws certificate of formation or limited liability company agreement of ALS; (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to Company or any of its Subsidiaries the Business, Sellers or any of their respective properties or assets assets, including the Purchased Assets, or enable any Person to enjoin the Transactions; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries underthe Sellers, including the Purchased Assets, under any of the terms, conditions or provisions of any noteContract included in the Purchased Assets, bond, mortgage, indenture, deed of trust, license, lease, agreement or any other instrument or obligation material Contract to which Company or any of its Subsidiaries either Seller is a party, or by which they the Sellers or any of their respective properties or assets assets, including the Purchased Assets, may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Companyaffected.

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

Authority; No Violation. (a) Company Sunshine has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of CompanySunshine. The Board of Directors of Company Sunshine has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders Sunshine and has directed that this Agreement and the transactions contemplated hereby be submitted to CompanySunshine’s stockholders shareholders for adoption approval at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders majority of the outstanding Company shares of Sunshine Common Stock (the “Requisite Company Sunshine Vote”), and the adoption and approval of the Bank Merger Agreement by the board of directors of Savings Bank and Sunshine as its sole shareholder, no other corporate proceedings on the part of Company Sunshine are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company Sunshine and (assuming due authorization, execution and delivery by ParentCenterState) constitutes a valid and binding obligation of CompanySunshine, enforceable against Company Sunshine in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by Company Sunshine nor the consummation by Company Sunshine of the transactions contemplated hereby, nor compliance by Company Sunshine with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate Sunshine Articles or the Company Sunshine Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 3.05 are duly obtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company Sunshine or any of its Subsidiaries Sunshine Subsidiary or any of their respective properties or assets assets, including but not limited to, 12 C.F.R. 239.63(f), or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company Sunshine or any of its Subsidiaries Sunshine Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company Sunshine or any of its Subsidiaries Sunshine Subsidiary is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on CompanySunshine.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved and this Agreement duly adopted by the Board of Directors of CompanyCompany Board. The Company Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders shareholders for adoption approval at a duly held meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of a majority of all the votes entitled to be cast by holders of outstanding Company Common Stock (the “Requisite Company VoteShareholder Approval”), no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by Company the Company, nor the consummation by the Company of the Mergers or the other transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate or Articles, the Company Bylaws Bylaws, or 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, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writinjunction or decree issued, decree promulgated or injunction entered into by or with any Governmental Entity (each, a “Law”) applicable to Company or the Company, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, bylaw or other instrument or obligation to which the Company or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have has, upon the unanimous recommendation of the Special Committee, been duly and validly approved by unanimous vote of the Board Company Board, not subsequently rescinded or modified in any way as of Directors of Companythe date hereof. The Company Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders stockholders, and has directed that resolved, subject to Section 6.8, to recommend adoption of this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote or consent of the holders of a majority of the outstanding shares of Company Common Stock (if and to the extent required by applicable Law and the Amended and Restated Certificate of Incorporation of Company, as amended (the “Company Certificate”)) (the “Requisite Company Vote”)) and the filing and recordation of appropriate merger documents as required by the DGCL, no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby (including the Merger) and perform Company’s obligations hereunder. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a valid and binding obligation of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither Except as set forth on Section 3.3(b) of the Company Disclosure Schedules, neither the execution and delivery of this Agreement and the other Transaction Documents to which Company or any of its Subsidiaries is a party by Company or its Subsidiaries, as applicable, nor the consummation by Company or its Subsidiaries of the transactions contemplated herebyhereby or thereby, nor compliance by Company or its Subsidiaries with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the Company Certificate or the Company Bylaws Charter Documents or (ii) assuming that the Requisite Company Vote is obtained and that the consents, approvals and filings referred to in Section 3.4 3.4(a) through (c) are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to Company or any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of this clause (ii) above)) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations whichwhich would not reasonably be expected to have, either individually or in the aggregate, would not reasonably be likely to have a Company Material Adverse Effect on CompanyEffect.

Authority; No Violation. (a) Company Parent has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of CompanyParent. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and Parent has directed that this Agreement and the transactions contemplated hereby be submitted to CompanyParent’s stockholders shareholders for approval and adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except shareholders and, except for the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative requisite vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”)Parent’s shareholders, no other corporate proceedings on the part of Company Parent are necessary to approve and adopt this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company Parent and (assuming due authorization, execution and delivery by Parentthe Company) this Agreement constitutes a valid and binding obligation of CompanyParent, enforceable against Company Parent in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or receivership and similar laws of general applicability relating to or affecting insured depository institutions or the creditors’ rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))remedies generally. (b) Neither Except as may be set forth in Section 5.3(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement by Company Parent, nor the consummation by Company Parent of the transactions contemplated hereby, nor compliance by Company Parent with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate Articles of Incorporation or Bylaws of Parent, or the Company Bylaws articles of incorporation or bylaws 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, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company Parent or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, 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 Company Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Companyaffected.

Authority; No Violation. (a) Company Innes Street and Citizens Bank each has full corporate power and authority to execute and deliver this Agreement and, subject to a favorable vote of the Innes Street shareholders and receipt of all Regulatory Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Innes Street and Citizens Bank and the consummation completion by Innes Street and Citizens Bank of the Merger transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board Boards of Directors of Company. The Board of Directors of Company has determined that the MergerInnes Street and Citizens Bank, on the terms and conditions set forth in this Agreementand, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders except for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote approval of the holders shareholders of outstanding Company Common Stock (the “Requisite Company Vote”)Innes Street, no other corporate proceedings on the part of Company Innes Street or Citizens Bank are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, up to and including the Merger. This Agreement has been duly and validly executed and delivered by Company Innes Street and (assuming due authorizationCitizens Bank, execution and delivery the Bank Merger has been duly and validly approved by Parent) the Board of Directors of Citizens Bank, and by Innes Street in its capacity as sole shareholder of Citizens Bank, and subject to approval by the shareholders of Innes Street and receipt of the Regulatory Approvals, constitutes a the valid and binding obligation obligations of CompanyInnes Street and Citizens Bank, enforceable against Company Innes Street and Citizens Bank in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting creditors' rights generally, and as to Citizens Bank, the conservatorship or receivership provisions of general applicability relating the FDIA, and subject, as to or affecting insured depository institutions or the rights of creditors generally and subject enforceability, to general principles of equity (the “Enforceability Exceptions”))equity. (bA) Neither the The execution and delivery of this Agreement by Company nor Innes Street and Citizens Bank, (B) subject to receipt of all Regulatory Approvals, and the compliance by Innes Street and Xxxxxx Bancorp with any conditions contained therein, and subject to the receipt of the approval of shareholders of Innes Street, the consummation by Company of the transactions contemplated hereby, nor and (C) compliance by Company Innes Street and Citizens Bank with any all of the terms or provisions hereof, hereof will not (i) violate conflict with or result in a breach of any provision of the Company Certificate articles of incorporation or bylaws of Innes Street or the Company Bylaws or charter and bylaws of Citizens Bank; (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company Innes Street or any of its Subsidiaries Citizens Bank or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Company Innes Street or any of its Subsidiaries under, Citizens Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Company Innes Street or any of its Subsidiaries Citizens Bank is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be likely to have a Material Adverse Effect on CompanyInnes Street and Citizens Bank taken as a whole.

Authority; No Violation. (a) Company Insys has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of CompanyInsys (the “Insys Board”). The Insys Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting are in the best interests of such Insys and its stockholders and has adopted a resolution to the foregoing effect. Except for approved and declared advisable this Agreement, recommended that its stockholders vote in favor of the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”), no and directed that this Agreement be submitted to its stockholders for adoption. No other corporate proceedings on the part of Company are Insys or its stockholders is necessary to approve or adopt this Agreement or to consummate the transactions contemplated herebyhereby (except for the affirmative vote of the holders of a majority of the outstanding shares of Common Stock of Insys adopting this Agreement (the “Insys Stockholder Vote”) and the filing of the appropriate merger documents as required by the Delaware Law). This Agreement has been duly and validly executed and delivered by Company Insys and (assuming due authorization, execution and delivery by Parentthe other parties hereto) constitutes a the valid and binding obligation of CompanyInsys, enforceable against Company Insys in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity (the “Enforceability Exceptions”)equitable remedies). (b) Neither the execution and delivery of this Agreement by Company Insys nor the consummation by Company Insys of the transactions contemplated hereby, nor compliance by Company Insys with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate Insys Charter or the Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any laworder, Injunction or any statute, code, ordinance, rule, regulation, judgment, order, writ, writ or decree or injunction applicable to Company or any of its Subsidiaries Insys or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien upon any of the respective properties or assets of Company or any of its Subsidiaries Insys under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, licenseLicense, lease, agreement or other instrument or obligation to which Company or any of its Subsidiaries Insys is a party, or by which they it or any of their respective its properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Companyaffected.

Authority; No Violation. (a) Company Purchaser has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Purchaser Required Governmental Approvals, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the Ancillary Agreements by Purchaser and the consummation by Purchaser of the Merger Transactions have been duly and validly approved authorized by the Board all necessary corporate action of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”), no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyPurchaser. This Agreement has been duly and validly executed and delivered by Company Purchaser, and (assuming the due authorization, execution and delivery by Parent) each of the Sellers, constitutes a the valid and binding obligation of CompanyPurchaser, enforceable against Company Purchaser in accordance with its terms (except in all cases as such enforceability 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 insured depository institutions or the rights of creditors generally and subject to general principles of equity (equity, whether applied in a court of law or a court of equity. Each Ancillary Agreement, upon execution and delivery by Purchaser, and assuming the “Enforceability Exceptions”))due authorization, execution and delivery by each of the Sellers, will constitute the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity, whether applied in a court of law or a court of equity. (b) Neither Subject to receipt of the Purchaser Required Governmental Approvals and the Third Party Consents, and expiration of related waiting periods, neither the execution and delivery of this Agreement by Company or any Ancillary Agreement nor the consummation by Company of the transactions contemplated hereby, nor Transactions and compliance by Company Purchaser with any of the terms or provisions hereof, will hereof or thereof will: (i) violate conflict with or result in a breach or violation of or a default under any provision of the Company Certificate or the Company Bylaws or organizational documents of Purchaser; (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to Company Purchaser or any of its Subsidiaries or any of their respective properties or assets or enable any Person to enjoin the Transactions; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries under, Purchaser under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation material Contract to which Company or any of its Subsidiaries Purchaser is a party, or by which they it or any of their respective its properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Companyaffected.

Authority; No Violation. (a) Company Parent has and Merger Sub will have full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of CompanyParent, and will be so approved in the case of Merger Sub. The Board of Directors of Company Parent has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby are in the best interests of Parent and its stockholders and has directed that the issuance of Parent Common Stock in connection with the Merger be submitted to CompanyParent’s stockholders for approval and adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company shares of Parent Common Stock (the “Requisite Company Vote”)present or represented and entitled to vote at such meeting, no other corporate proceedings on the part of Company Parent are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company Parent and (assuming due authorization, execution and delivery by ParentCompany) constitutes a the valid and binding obligation of CompanyParent, enforceable against Company each of Parent in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)Bankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement by Company Parent or Merger Sub, nor the consummation by Company Parent or Merger Sub of the transactions contemplated hereby, nor compliance by Company Parent or Merger Sub with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Parent Certificate or the Company Parent Bylaws or the certificate of incorporation or bylaws of Merger Sub, or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 4.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, injunction or decree or injunction applicable to Company or Parent, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company Parent or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

Authority; No Violation. (a) Company Allegiance has full corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Requisite Allegiance Vote and the adoption and approval of the Bank Merger Agreement by Allegiance as Allegiance Subsidiary Bank’s sole shareholder, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of CompanyAllegiance. The Board of Directors of Company Allegiance has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Company Allegiance and its stockholders shareholders, has adopted and has directed that approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to CompanyAllegiance’s stockholders shareholders for adoption approval at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of two-thirds of the holders outstanding shares of outstanding Company Allegiance Common Stock entitled to vote on this Agreement (the “Requisite Company Allegiance Vote”), and subject to the adoption and approval of the Bank Merger Agreement by Allegiance as Allegiance Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of Company Allegiance are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company Allegiance and (assuming due authorization, execution and delivery by ParentCBTX) constitutes a valid and binding obligation of CompanyAllegiance, enforceable against Company Allegiance in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by Company Allegiance, nor the consummation by Company Allegiance of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), nor compliance by Company Allegiance with any of the terms or provisions hereof, will (i) violate any provision of the Company Allegiance Certificate of Formation or the Company Allegiance 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, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company Allegiance or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company Allegiance or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company Allegiance or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause clauses (iix) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations which, defaults that either individually or in the aggregate, aggregate would not reasonably be likely expected to have a Material Adverse Effect on CompanyAllegiance.

Authority; No Violation. (a) Company has full corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board board of Directors directors of Company. The Board , the board of Directors directors of Company has determined that this Agreement and the transactions contemplated hereby (including the Merger, on the terms ) are fair to and conditions set forth in this Agreement, is in the best interests of Company and its stockholders shareholders and has directed adopted a resolution recommending that this Agreement be approved by Company’s shareholders (the “Company Board Recommendation”), and all necessary corporate action in respect thereof on the part of Company has been taken, subject to the approval of this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to (including the foregoing effect. Except for the adoption of this Agreement Merger) by the affirmative vote of the holders Holders of two-thirds of the outstanding shares of Company Voting Common Stock (the “Requisite Company VoteShareholder Approval”), no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming Company. Assuming due authorization, execution and delivery by Parent) , this Agreement constitutes a valid and binding obligation of Company, enforceable against Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transferreorganization, moratoriumreceivership, reorganization conservatorship, arrangement, moratorium or similar laws of general applicability other Laws affecting or relating to or affecting insured depository institutions or the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law (the collectively, “Enforceability Remedies Exceptions”)). (b) Neither the execution and delivery of this Agreement by Company nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate Articles of Incorporation or the Company Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section Sections 3.3(a) and 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underunder or in any payment conditioned, in whole or in part, on a change of control of Company or approval or consummation of transactions of the type contemplated hereby, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien with respect thereto upon any of the respective properties or assets of Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract or other instrument or obligation to which Company or any of its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be boundbound or affected, except (except, in the case of clause (ii) above) , for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations the loss of benefits which, either individually or in the aggregate, would not reasonably be likely expected to, individually or in the aggregate, be material to have a Material Adverse Effect on CompanyCompany and its Subsidiaries.

Authority; No Violation. (a) Company Target has full requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of CompanyTarget (the “Target Board”). The Target Board of Directors of Company has determined that the Merger, on substantially the terms and conditions set forth in this Agreement, is advisable and in the best interests of Company Target and its stockholders and shareholders, has directed that the Merger, on substantially the terms and conditions set forth in this Agreement, be submitted to Target’s shareholders for consideration at a duly held meeting of such shareholders and has recommended that Target’s shareholders vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effecthereby. Except for the adoption approval of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company shares of Target Common Stock (the “Requisite Company Vote”)entitled to vote at such meeting, no other corporate proceedings on the part of Company Target are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company Target and (assuming due authorization, execution and delivery by ParentBuyer) constitutes a the valid and binding obligation of CompanyTarget, enforceable against Company Target in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally 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 “Enforceability Exceptions”)equity). (b) Neither the execution and delivery of this Agreement by Company Target nor the consummation by Company Target of the transactions contemplated hereby, nor compliance by Company Target with any of the terms or provisions hereofof this Agreement, will (i) assuming that shareholder approval referred to in Section 3.3(a) has been obtained, violate any provision of the Company Certificate Target Charter or the Company Target Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to Company or Target, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company Target or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company Target or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

Authority; No Violation. (a) Company Holdings has full corporate power and authority to execute and deliver this Agreement and Agreement, to consummate the transactions contemplated herebyContemplated Transactions and to otherwise comply with its obligations under this Agreement, subject to the receipt of all consents described in Holdings Disclosure Schedule 3.4 and approval of this Agreement by the Holdings Common Stockholders as required by Holdings’ certificate of incorporation and bylaws and the DGCL. The execution and delivery of this Agreement by Holdings and the consummation by Holdings of the Merger have been duly and validly approved authorized by the Board board of Directors directors of Company. The Board Holdings and, except for approval by the Holdings Common Stockholders as required by Holdings’ certificate of Directors of Company has determined that the Merger, on the terms incorporation and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement bylaws and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”)DGCL, no other corporate proceedings on the part of Company Holdings are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Company and (Holdings and, assuming the due authorization, execution and delivery by Parent) constitutes a valid and binding obligation of Company, enforceable against 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 insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by Company nor OLB, constitutes the valid and binding obligation of Holdings, enforceable against Holdings in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The execution and delivery of this Agreement by Holdings and the consummation by Company of the transactions contemplated herebyContemplated Transactions, nor subject to the receipt of all consents described in Holdings Disclosure Schedule 3.4, the approval of this Agreement by the Holdings Common Stockholders as required by Holdings’ certificate of incorporation and bylaws and the DGCL, Holdings’ and OLB’s compliance with any conditions contained in this Agreement, and compliance by Company Holdings or any Holdings Subsidiary with any of the terms or provisions hereof, do not and will not: (i) violate Conflict with or result in a breach of any provision of the Company Certificate or the Company Bylaws or Holdings Governing Documents; (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (x) violate Violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to Company Holdings or any of its Subsidiaries Holdings Subsidiary or any of their respective properties or assets assets; or (iii) Except as described in Holdings Disclosure Schedule 3.3(b) or (y) pursuant to which consent or notification is required as set forth in Holdings Disclosure Schedule 3.4, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of of, or a right of termination or cancellation underacceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien upon any of the respective properties or assets of Company Holdings or any of its Subsidiaries under, Holdings Subsidiary under any of the terms, terms or conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which Company Holdings or any of its Subsidiaries Holdings Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause (ii) above) for where such violationstermination, conflicts, breaches, defaults, terminations, cancellations, accelerations acceleration or creations which, either individually or in the aggregate, creation would not reasonably be likely to have a Material Adverse Effect on CompanyHoldings. (c) WSB has all requisite corporate power and authority to execute and deliver the Bank Merger Agreement, and to consummate the transactions contemplated thereby, subject to the receipt of all consents described in Holdings Disclosure Schedule 3.4. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly authorized by the board of directors of WSB and, other than the approval of the Bank Merger Agreement by Holdings as the sole stockholder of WSB as required by Law, no further corporate proceedings of WSB are needed to execute and deliver the Bank Merger Agreement and consummate the transactions contemplated thereby. The Bank Merger Agreement has been duly authorized and, upon due authorization, execution and delivery by WSB, will be a legal, valid and binding agreement of WSB enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. At the Closing, all other agreements, documents and instruments to be executed and delivered by WSB that are referred to in the Bank Merger Agreement, if any, will have been duly executed and delivered by WSB and, assuming due authorization, execution and delivery by the counterparties thereto, will constitute the legal, valid and binding obligations of WSB, enforceable against WSB in accordance with their respective terms and conditions, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and by general equitable principles.

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

Authority; No Violation. (a) Company Buyer has full requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly duly, validly authorized and validly approved by the Board of Directors of CompanyBuyer Board. The Buyer Board of Directors of Company has determined that the Merger, on substantially the terms and conditions set forth in this Agreement, is advisable and in the best interests of Company Buyer and its stockholders shareholders, and that the Agreement and the transactions contemplated hereby are at a price and terms that are fair to and in the best interest of the Buyer and its shareholders. The Buyer Board has directed that the Merger, on substantially the terms and conditions set forth in this Agreement, be submitted to Buyer’s shareholders for consideration at a duly held meeting of such shareholders and has recommended that Buyer’s shareholders vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effecthereby. Except for the adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company shares of Buyer Common Stock (the “Requisite Company Vote”)entitled to vote at such meeting, no other corporate proceedings on the part of Company Buyer are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company Buyer and (assuming due authorization, execution and delivery by ParentSeller) constitutes a the valid and binding obligation of CompanyBuyer, enforceable against Company Buyer in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally 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 “Enforceability Exceptions”)equity). (b) Neither the execution and delivery of this Agreement by Company Buyer, nor the consummation by Company Buyer of the transactions contemplated hereby, nor compliance by Company Buyer with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate Buyer Articles or the Company Buyer Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 4.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to Company or Buyer, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company Buyer or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

Authority; No Violation. (a) Company Citizens has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of CompanyCitizens. The Board of Directors of Company Citizens has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Citizens and its shareholders, has directed that this Agreement be submitted to Company’s stockholders Citizens's shareholders for approval and adoption at a duly held meeting of such stockholders shareholders, has determined to recommend such approval and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by Citizens shareholders required pursuant to the affirmative vote rules of The Nasdaq National Market for the holders issuance of outstanding Company shares of Citizens Common Stock pursuant to Article I (the “Requisite Company Vote”"Stock Issuance"), no other corporate proceedings on the part of Company Citizens are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company Citizens and (assuming due authorization, execution and delivery by ParentRepublic) constitutes a the valid and binding obligation of CompanyCitizens, enforceable against Company Citizens in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)equity). (b) Neither the execution and delivery of this Agreement by Company Citizens, nor the consummation by Company Citizens of the transactions contemplated hereby, nor compliance by Company Citizens with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate Citizens Articles or the Company Bylaws Citizens By-laws, or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 4.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to Company or Citizens, any of its Subsidiaries Citizens Subsidiary or any of their respective properties or assets or (yB) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Citizens, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company Citizens or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company Citizens or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

Authority; No Violation. (a) Company TF Financial has full corporate power and authority to execute and deliver this Agreement and, except for the receipt of the approval of this Agreement by the shareholders of TF Financial and receipt of all required approvals from Regulatory Authorities, to consummate the transactions contemplated herebyContemplated Transactions. The execution and delivery of this Agreement by TF Financial and the consummation by TF Financial of the Contemplated Transactions have been duly and validly approved by the unanimous vote of the Board of Directors of TF Financial and, except for approval by the shareholders of TF Financial as required by the BCL, no other corporate proceedings on the part of TF Financial are necessary to consummate the Merger have under the BCL. The affirmative vote of a majority of the votes cast at the TF Financial Shareholders Meeting is sufficient to approve this Agreement and the Merger. The execution of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”), no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby3rd Fed Bank. This Agreement has been duly and validly executed and delivered by Company TF Financial and (assuming due authorization, execution and delivery by Parent) constitutes a the valid and binding obligation of CompanyTF Financial, enforceable against Company TF Financial in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws of general applicability relating to or affecting insured depository institutions or the creditors’ rights of creditors generally and subject subject, as to enforceability, to general principles of equity (the “Enforceability Exceptions”))equity. (b) Neither the The execution and delivery of this Agreement by Company nor TF Financial, (i) subject to receipt of approvals from the TF Financial shareholders and the Regulatory Authorities referred to in Section 4.4 hereof and TF Financial’s and National Penn’s compliance with any conditions contained therein, the consummation by Company of the transactions contemplated herebyMerger, nor and (ii) compliance by Company TF Financial or any TF Financial Subsidiary with any of the terms or provisions hereof, does not and will not: (iA) violate conflict with or result in a breach of any provision of the Company Certificate respective articles of incorporation or the Company Bylaws bylaws or other charter documents of TF Financial or any TF Financial Subsidiary; (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company TF Financial or any of its Subsidiaries TF Financial Subsidiary or any of their respective properties or assets or assets; or (yC) except as described in Section 3.3 of the TF Financial Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of of, or a right of termination or cancellation underacceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Company TF Financial or any of its Subsidiaries under, TF Financial Subsidiary under any of the terms, terms or conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which Company TF Financial or any of its Subsidiaries TF Financial Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except excluding from clauses (in the case of clause B) and (iiC) above) for such violationshereof, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations any items which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on CompanyEffect.

Authority; No Violation. (a) The Company has full corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that transactions contemplated hereby, including the Merger, on have been duly, validly and unanimously adopted by the terms and conditions set forth in this Agreementboard of directors of the Company, is in the best interests board of directors of the Company and its stockholders and has directed that unanimously resolved to recommend to the Company’s shareholders the approval of this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting herein, and all necessary corporate action in respect thereof on the part of such stockholders and the Company has adopted a resolution been taken, subject to the foregoing effect. Except for the adoption of this Agreement approval by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote at the Company Shareholders Meeting (the “Requisite Company VoteShareholder Approval”), no other corporate proceedings on ) and the part adoption and approval of the Bank Merger Agreement by the board of directors of DNB Bank and the Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyas its sole shareholder. This Agreement has been duly and validly executed and delivered by Company and (assuming the Company. Assuming due authorization, execution and delivery by Parent) , this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization receivership, conservatorship, arrangement, moratorium or similar laws of general applicability other Laws affecting or relating to or affecting insured depository institutions or the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject to general principles of equity, regardless of whether considered in a proceeding in equity (the “Enforceability Exceptions”))or at law. (b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate Articles of Incorporation or the Company Bylaws Bylaws, or the articles or certificate of incorporation or bylaws (or similar organizational documents) of any Company Subsidiary, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulationLaw, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underunder or in any payment conditioned, in whole or in part, on a change of control of the Company or approval or consummation of transactions of the type contemplated hereby, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be boundbound or affected, except (except, in the case of clause (ii) above) , for such violations, conflicts, breaches, defaultsdefaults or the loss of benefits which would not reasonably be expected to, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company has full corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that Transactions, including the Merger, on have been duly, validly and unanimously adopted by the terms and conditions set forth in this Agreementboard of directors of the Company, is in the best interests board of directors of the Company and its stockholders and has directed that resolved to recommend to the Company’s shareholders the approval of this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting Transactions, and all necessary corporate action in respect thereof on the part of such stockholders and the Company has adopted a resolution been taken, subject to the foregoing effect. Except for the adoption of this Agreement approval by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote at the Company Shareholders Meeting (the “Requisite Company VoteShareholder Approval”), no other corporate proceedings on ) and the part adoption and approval of the Bank Merger Agreement by the board of directors of Park Sterling Bank and the Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyas its sole shareholder. This Agreement has been duly and validly executed and delivered by Company and (assuming the Company. Assuming due authorization, execution and delivery by Parent) , this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization receivership, conservatorship, arrangement, moratorium or similar laws of general applicability other Laws affecting or relating to or affecting insured depository institutions or the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject to general principles of equity, regardless of whether considered in a proceeding in equity (the “Enforceability Exceptions”))or at law. (b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated herebyTransactions, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate Articles of Incorporation or the Company Bylaws Bylaws, or the articles or certificate of incorporation or bylaws (or similar organizational documents) of any Company Subsidiary, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulationLaw, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (yB) except as set forth in Section 3.4 of the Company Disclosure Schedules, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underunder or in any payment conditioned, in whole or in part, on a change of control of the Company or approval or consummation of transactions of the type contemplated hereby, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be boundbound or affected, except (except, in the case of clause (ii) above) , for such violations, conflicts, breaches, defaultsdefaults or the loss of benefits which would not reasonably be expected to, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on the Company.

Authority; No Violation. (a) Company Each of Sovereign and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Sovereign Bank has full corporate power and authority to execute and deliver the Bank Plan of Merger and to consummate the Bank Merger. The execution and delivery of this Agreement by each of Sovereign and Merger Sub and the consummation completion by each of Sovereign and Merger Sub of the Merger transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of Company. The Board each of Directors of Company has determined that the MergerSovereign and Merger Sub, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”), no other corporate proceedings on the part of Company either Sovereign or Merger Sub 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 Company each of Sovereign and (assuming due authorizationMerger Sub and, execution and delivery by Parent) subject to receipt of the required approvals of Regulatory Authorities described in Section 3.04 hereof, constitutes a the valid and binding obligation of Companyeach Sovereign and Merger Sub, enforceable against Company each of Sovereign and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws of general applicability relating to or affecting insured depository institutions or 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 Sovereign Bank, will constitute the “Enforceability Exceptions”))valid and binding obligation of Sovereign Bank, enforceable against Sovereign Bank in accordance with its terms, subject to applicable conservatorship and receivership provisions of the FDIA, or insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. (bA) Neither the The execution and delivery of this Agreement by Company nor each of Sovereign and Merger Sub, (B) the execution and delivery of the Bank Plan of Merger by Sovereign Bank, (C) subject to receipt of approvals from the Regulatory Authorities referred to in Section 3.04 hereof and First Essex's and Sovereign's compliance with any conditions contained therein, the consummation by Company of the transactions contemplated hereby, nor and (D) compliance by Company Sovereign, Merger Sub or Sovereign Bank with any of the terms or provisions hereof, of this Agreement or of the Bank Plan of Merger will not (i) violate conflict with or result in a breach of any provision of the Company Certificate charter or bylaws of Sovereign, Merger Sub or any other Sovereign Subsidiary or the Company Bylaws or charter and bylaws of Sovereign Bank; (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company Sovereign, Merger Sub or any of its Subsidiaries other Sovereign Subsidiary or any of their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Company Sovereign, Merger Sub or any of its Subsidiaries Sovereign Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Company Sovereign, Merger Sub or any of its Subsidiaries Sovereign Bank is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be likely to have a Material Adverse Effect on CompanySovereign.

Authority; No Violation. (a) Company has Purchaser and FCB have full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the required regulatory approvals set forth in Section 2.5, to consummate the transactions contemplated herebyhereby and to comply with the terms and provisions hereof. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms Purchaser and conditions set forth in this Agreement, is in the best interests of Company FCB and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”), no other corporate proceedings on the part of Company Purchaser or FCB are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger or the Bank Merger. This Agreement has been duly and validly executed and delivered by Company Purchaser and FCB and (assuming due authorization, execution and delivery by ParentCompany and Great American of this Agreement) constitutes is a valid and binding obligation of CompanyPurchaser and FCB, enforceable against Company each of Purchaser and FCB in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy(i) receivership, insolvencyconservatorship or supervisory powers of bank regulatory agencies, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to (ii) general principles of equity and (the “Enforceability Exceptions”))iii) bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by Company Purchaser and FCB, nor the consummation by Company Purchaser and FCB of the transactions contemplated hereby, nor compliance by Company Purchaser or FCB with any of the terms or provisions hereof, will (either with or without the giving of notice or the passing of time or both) (i) violate any provision of the Company Certificate Articles of Incorporation or Bylaws of Purchaser or the Company Bylaws organizational documents of any Purchaser Subsidiary or (ii) assuming that subject to the consents, receipt of the required regulatory approvals and filings referred to set forth in Section 3.4 are duly obtained and/or made2.5, (xA) violate in any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction material respect any Law applicable to Company Purchaser or any of its Subsidiaries Purchaser Subsidiary, or any of their respective properties or assets assets, or (yB) violate, violate or conflict in any material respect with, result in a material breach of any provision of or the loss of any material benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries under, by any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company Purchaser or any of its Subsidiaries Purchaser Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (C) violate or conflict with any of the terms, conditions or provisions of any order, judgment or decree to which Purchaser or any Purchaser Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, or (D) result in the case creation of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations any Lien upon any of the respective properties or creations which, either individually assets of Purchaser or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.any Purchaser Subsidiary. 12

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of CompanyCompany by a unanimous vote thereof. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders shareholders for adoption approval at a duly held meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement and the transactions contemplated hereby by the affirmative vote of a majority of all the votes entitled to be cast by holders of outstanding Company Common Stock (the “Requisite Company VoteShareholder Approval”), and except as set forth in Section 3.3(a) of the Company Disclosure Schedule, no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentPurchaser and Sub, as applicable) constitutes a the valid and binding obligation of Company, enforceable against 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 insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by Company Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate Articles or the Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writinjunction or decree issued, decree promulgated or injunction entered into by or with any Governmental Entity (each, a “Law”) applicable to Company or Company, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Company or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, cancellationscancellation, accelerations acceleration or creations whichcreation as would not reasonably be expected, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

Authority; No Violation. (a) Company Dime has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Board of Directors of Dime at a meeting held on June 24, 2001 has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Dime 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 Merger have been duly transaction contemplated hereby and validly approved by the Board (iii) recommended that stockholders of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that Dime adopt this Agreement and the transactions contemplated hereby directed that such matter be submitted to Company’s for consideration by Dime's stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effectDime Stockholders Meeting (as defined below). Except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company shares of Dime Common Stock (the “Requisite Company Vote”)Stock, no other corporate proceedings on the part of Company Dime are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company Dime and (assuming due authorization, execution and delivery by ParentWashington Mutual) constitutes a valid and binding obligation of CompanyDime, enforceable against Company Dime in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))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) Neither the execution and delivery of this Agreement by Company Dime nor the consummation by Company Dime of the transactions contemplated hereby, nor compliance by Company Dime with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate of Incorporation or Bylaws of Dime or any of the Company Bylaws 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, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company Dime or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company Dime or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company Dime or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause (iiy) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations other events which, either individually or in the aggregate, will not have and would not reasonably be likely expected to have a Material Adverse Effect on CompanyDime.

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and the Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly adopted and approved by the Board of Directors of CompanyCompany by a unanimous vote thereof. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders shareholders for adoption approval at a duly held meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement and the transactions contemplated hereby by the affirmative vote of a majority of all the votes entitled to be cast by holders of outstanding Company Common Stock (the “Requisite Company Vote”)Stock, no other corporate proceedings on the part of Company are necessary to approve this Agreement or the Option Agreement, or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the Option Agreement have been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentPurchaser and Merger Sub, as applicable) constitutes a constitute the valid and binding obligation obligations of Company, enforceable against Company in accordance with its their respective terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement or the Option Agreement by Company Company, nor the consummation by Company of the transactions contemplated herebyhereby and thereby, nor compliance by Company with any of the terms or provisions hereofof this Agreement or the Option Agreement, will (i) violate any provision of the Company Certificate Articles or the Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, injunction or decree or injunction applicable to Company or Company, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Company or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, cancellationscancellation, accelerations acceleration or creations whichcreation as would not reasonably be expected, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

Authority; No Violation. (a) Company has Subject to the approval of this Agreement and the transactions contemplated hereby by all applicable regulatory authorities and by the shareholders of CFHC, and except as set forth in the CFHC Disclosure Schedule, CFHC and Community have the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board directors of Directors CFHC and Community in accordance with their respective Certificate of Company. The Board of Directors of Company has determined that the Merger, on the terms Incorporation and conditions set forth in this Agreement, is in the best interests of Company By-Laws and its stockholders applicable laws and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effectregulations. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”)such approvals, no other corporate proceedings on the part of Company CFHC or Community are necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by Company CFHC and (assuming due authorizationCommunity, execution and delivery by Parent) constitutes a valid and binding obligation obligations of CompanyCFHC and Community, enforceable against Company CFHC and Community in accordance with its terms (terms, except in all cases as such enforceability 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 insured depository institutions the enforcement of creditors' rights generally or the rights of creditors generally of national banks or their holding companies, (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 “Enforceability Exceptions”))effect or availability of equitable remedies or injunctive relief. (b) Neither the execution and delivery of this Agreement by Company CFHC or Community, nor the consummation by Company CFHC or Community of the transactions contemplated herebyhereby in accordance with the terms hereof, nor or compliance by Company CFHC or Community with any of the terms or provisions hereof, will (i) upon the approval thereof by the CFHC shareholders, violate any provision of the Company CFHC's or Community's Certificate of Incorporation or the Company Bylaws or By-Laws, (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, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries CFHC, Community or any of their respective properties or assets assets, or (yiii) except as set forth in the CFHC Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Company CFHC or any of its Subsidiaries Community under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company CFHC or any of its Subsidiaries Community is a party, or by which they or any of their respective properties or assets may be boundbound or affected except, except (in the case of clause with respect to (ii) and (iii) above) for , such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either as individually or in the aggregate, would aggregate will not reasonably be likely to have a Material Adverse Effect material adverse effect on Companythe business, operations, assets or financial condition of CFHC and the CFHC Subsidiaries, taken as a whole, and which will not prevent or delay the consummation of the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the Board of Governors of the Federal Reserve System (the "FRB"), the FDIC, the OCC, the Department, the New Jersey Department of Environmental Protection (the "DEP"), the SEC, other applicable government authorities, and the shareholders of CFHC, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of CFHC or Community in connection with (x) the execution and delivery by CFHC of this Agreement and (y) the consummation by CFHC of the Merger, and the consummation by CFHC and Community of the other transactions contemplated hereby. To the best of CFHC's knowledge, no fact or condition exists which CFHC has reason to believe will prevent it and Community from obtaining the aforementioned consents and approvals.

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of CompanyCompany by a unanimous vote thereof. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders shareholders for adoption approval at a meeting of such stockholders duly held Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement and the transactions contemplated hereby by the affirmative vote of a majority of all the votes entitled to be cast by holders of outstanding Company Common Stock (the “Requisite Company Vote”)Stock, no other corporate proceedings on the part of Company are necessary to approve this Agreement Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentPurchaser) constitutes a the valid and binding obligation obligations of Company, enforceable against 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 insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by Company Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate or the Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulationLaw, judgment, order, writ, injunction or decree or injunction applicable to Company or Company, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Company or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, cancellationscancellation, accelerations acceleration or creations whichcreation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

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

Authority; No Violation. (a) Company First Charter has full requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of CompanyFirst Charter (the “First Charter Board”). The First Charter Board of Directors of Company has determined that the Merger, on substantially the terms and conditions set forth in this Agreement, is advisable and in the best interests of Company First Charter and its stockholders shareholders and has directed that the Merger, on substantially the terms and conditions set forth in this Agreement and the transactions contemplated hereby Agreement, be submitted to CompanyFirst Charter’s stockholders shareholders for adoption consideration at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except shareholders and, except for the adoption approval of this Agreement by the affirmative vote of the holders of 75% of the outstanding Company shares of First Charter Common Stock (the “Requisite Company Vote”)entitled to vote at such meeting, no other corporate proceedings on the part of Company First Charter are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company First Charter and (assuming due authorization, execution and delivery by ParentFifth Third) constitutes a the valid and binding obligation of CompanyFirst Charter, enforceable against Company First Charter in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)equity). (b) Neither the execution and delivery of this Agreement by Company First Charter nor the consummation by Company First Charter of the transactions contemplated hereby, nor compliance by Company First Charter with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate First Charter Articles or the Company First Charter Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to Company or First Charter, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company First Charter or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company First Charter or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

Authority; No Violation. (a) Company STI has full corporate power and authority to execute and deliver this Agreement and and, subject in the case of the consummation of the Merger to the STI Shareholder Approval (as defined below), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of CompanySTI. The Board of Directors of Company has STI determined that the Merger, on the terms Merger is advisable and conditions set forth in this Agreement, is in the best interests of Company STI and its stockholders shareholders and has directed that the approval of the issuance of STI Common Stock pursuant to this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except STI's shareholders and, except for the adoption approval of the shareholders of STI of the issuance of STI Common Stock pursuant to this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”"STI Shareholder Approval"), no other corporate proceedings on the part of Company STI 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 Company STI and (assuming due authorization, execution and delivery by ParentNCF) constitutes a valid and binding obligation obligations of CompanySTI, enforceable against Company STI in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity (the “Enforceability Exceptions”)equitable remedies). (b) Neither the execution and delivery by STI of this Agreement by Company nor the consummation by Company STI of the transactions contemplated hereby, nor compliance by Company STI with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate STI Articles or Bylaws of STI or the Company Bylaws governing documents of any of its Subsidiaries or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 are duly obtained and/or madeobtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or STI, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company STI or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company STI or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Companyaffected.

Authority; No Violation. (a) Company Mercantile has full corporate power and authority to execute and deliver this Agreement and each of the Option Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and each of the Option Agreements and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of CompanyMercantile. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and Mercantile has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders Mercantile's shareholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company shares of Mercantile Common Stock (the “Requisite Company Vote”)entitled to vote thereon, no other corporate proceedings on the part of Company Mercantile are necessary to approve this Agreement or and the Option Agreements and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and each of the Option Agreements have been duly and validly executed and delivered by Company Mercantile and (assuming due authorization, execution and delivery by ParentFirstar) constitutes a constitute valid and binding obligation obligations of CompanyMercantile, enforceable against Company Mercantile in accordance with its their terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity (the “Enforceability Exceptions”)equitable remedies). (b) Neither the execution and delivery of this Agreement or the Option Agreements by Company Mercantile, nor the consummation by Company Mercantile of the transactions contemplated herebyhereby or thereby, nor compliance by Company Mercantile with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the Company Certificate Mercantile Articles or the Company Bylaws By-Laws, 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, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or Mercantile, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company or Mercantile, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company or Mercantile, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause (iiy) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations which, defaults that either individually or in the aggregate, would aggregate will not reasonably be likely to have a Material Adverse Effect on CompanyMercantile.

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

Authority; No Violation. (a) Company Home has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of CompanyHome. The Board of Directors of Company Home has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Company Home and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CompanyHome’s stockholders shareholders for adoption approval at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company shares of Home Common Stock (the “Requisite Company Home Vote”)) and the adoption and approval of the Bank Merger Agreement by Home as the sole shareholder of Home Federal Bank, no other corporate proceedings on the part of Company Home or any Home Subsidiary are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company Home and (assuming due authorization, execution and delivery by ParentBanner) constitutes a valid and binding obligation of CompanyHome, enforceable against Company Home in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity Enforceability Exceptions (the “Enforceability Exceptions”)as defined in Section 3.16). (b) Neither the execution and delivery of this Agreement by Company Home nor the consummation by Company Home or any Home Subsidiary of the transactions contemplated hereby, nor compliance by Company Home or any Home Subsidiary with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate Home Articles, the Home Bylaws, or the Company Bylaws organization or governing documents of any Home Subsidiary or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 are duly obtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.in

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and the Voting Agreement and, subject to the adoption of this Agreement by the Required Company Vote (as defined in Section 4.12(b)), to consummate the transactions contemplated herebyby this Agreement and the Voting Agreement. The execution and delivery of this Agreement and the Voting Agreement and the consummation by the Company of the Merger transactions contemplated by this Agreement and the Voting Agreement have been duly and validly approved by all necessary corporate and stockholder action of the Board Company (subject, in the case of Directors the consummation of Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Required Company Vote”), and no other corporate or stockholder proceedings on the part of the Company are necessary to approve this Agreement or the Voting Agreement or to consummate the transactions contemplated herebyby this Agreement and the Voting Agreement. This Each of this Agreement and the Voting Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parentthe other parties hereto and thereto) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))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) Neither the execution and delivery of this Agreement or the Voting Agreement by the Company nor the consummation by the Company of the transactions contemplated herebyby this Agreement and the Voting Agreement, nor compliance by the Company with any of the terms or provisions hereofof this Agreement or the Voting Agreement, will (i) violate any provision of the Company Certificate certificate of incorporation or bylaws of the Company Bylaws or any of the similar governing documents of any of its Subsidiaries or (ii) assuming that the consents, approvals and filings waiting periods referred to in Section 3.4 4.4 are duly obtained and/or madeor satisfied, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, award, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (as defined in Section 4.4) (each, a “Law”) applicable to the Company or any of its Subsidiaries or any of their respective properties properties, rights or assets assets, except for such violations that would not be material to the Company and its Subsidiaries taken as a whole, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, modification or cancellation under, accelerate the performance required by, or result in the creation of any Lien (or have any of such results or effects upon notice or lapse of time, or both) upon any of the respective properties properties, rights or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, permit, concession, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties properties, rights, assets or assets business activities may be boundbound or affected, except (in the case of clause (iiy) above) for such violations, conflicts, breaches, defaultsdefaults or other events which have not had and would not reasonably be expected to have, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on the Company. (c) In accordance with Section 262 of the DGCL, no appraisal or dissenters’ rights shall be available to holders of the Company Common Stock in connection with the Merger.

Authority; No Violation. (a) Company has Subject to the approval of this Agreement and the transactions contemplated hereby by the shareholders of Greater Community, and subject to the parties obtaining all necessary regulatory approvals, Greater Community and CB have full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. On or prior to the date of this Agreement, Greater Community’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 Greater Community 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) recommended that the shareholders of Greater Community approve this Agreement at the Greater Community Shareholders Meeting. The execution and delivery of this the Bank Merger Agreement and the consummation of the Merger have has been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effectCB. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock approvals described in paragraph (the “Requisite Company Vote”)b) below, no other corporate proceedings on the part of Company Greater Community or CB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company Greater Community and (assuming due authorizationCB, execution and delivery by Parent) constitutes a valid and binding obligation obligations of CompanyGreater Community and CB, enforceable against Company Greater Community and CB in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))terms. (b) Neither the execution and delivery of this Agreement by Company Greater Community and CB, nor the consummation by Company Greater Community and CB of the transactions contemplated herebyhereby in accordance with the terms hereof, nor or compliance by Company Greater Community and CB with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate Greater Community’s or the Company Bylaws or CB’s Charter Documents, (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, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company Greater Community or any of its Subsidiaries CB or any of their respective properties or assets assets, or (yiii) except as set forth in the Greater Community Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Company Greater Community or any of its Subsidiaries CB under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company Greater Community or any of its Subsidiaries CB is a party, or by which they either or both of them or any of their respective properties or assets may be boundbound or affected except, except (in the case of clause with respect to (ii) and (iii) above) for , such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either as individually or and in the aggregate, would aggregate will not reasonably be likely to have a Material Adverse Effect on CompanyGreater Community, and which will not prevent or delay the consummation of the transactions contemplated hereby. 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 Department, the Board of Governors of the Federal Reserve System (the “FRB”), the Securities and Exchange Commission (the “SEC”), applicable state securities bureaus or commissions and the shareholders of Greater Community, or as listed in the Greater Community Disclosure Schedule, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of Greater Community or CB in connection with (x) the execution and delivery by Greater Community and CB of this Agreement and (y) the consummation by Greater Community and CB of the transactions contemplated hereby and (z) the execution and delivery by CB of the Bank Merger Agreement and the consummation by CB of the transactions contemplated thereby.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions (other than the Second Merger). The execution and delivery of this Agreement and the consummation of the Merger Transactions (other than the Second Merger) have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has determined that the Merger, on this Agreement and the terms of the Merger and conditions set forth in this Agreement, is the related Transactions (other than the Second Merger) are advisable and in the best interests of the Company and its stockholders stockholders, has approved the Company Matters and has directed that this Agreement and the transactions contemplated hereby Company Matters be submitted to the Company’s stockholders for adoption approval at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption receipt of this Agreement by the affirmative vote of the holders of outstanding at least two-thirds of the shares of the Company Common Stock (the “Requisite Company Vote”), no other corporate proceedings on the part of Company are necessary entitled to vote to approve the Company Matters pursuant to this Agreement or to consummate Agreement, the transactions contemplated herebyMerger and the other Transactions (other than the Second Merger) have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated herebyTransactions (other than the Second Merger), nor compliance by the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate Articles or the Company Bylaws Bylaws, 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, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to Company or the Company, any of its Consolidated Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company or any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, cancellationscancellation, accelerations acceleration or creations whichcreation that would not, either individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on with respect to the Company. (c) Neither the consummation by the Company of the Transactions nor compliance by the Company with any of the terms or provisions of this Agreement will, assuming that the consents, rating agency confirmations, approvals, authorizations, notices and filings Previously Disclosed are duly obtained or made, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, confirmation, approval or authorization of, or notice to or filing with any third-party with respect to, any of the terms, conditions or provisions of any Company Managed Fund Contract.

Authority; No Violation. (a) Company GBC has full requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously approved by the Board of Directors of CompanyGBC (the “GBC Board”). The GBC Board of Directors of Company has determined that the Merger, on substantially the terms and conditions set forth in this Agreement, is advisable and in the best interests of Company GBC and its stockholders shareholders and has directed that the Merger, on substantially the terms and conditions set forth in this Agreement and the transactions contemplated hereby Agreement, be submitted to CompanyGBC’s stockholders shareholders for adoption consideration at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except shareholders and, except for the adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company shares of GBC Common Stock (the “Requisite Company Vote”)entitled to vote at such meeting, no other corporate proceedings on the part of Company GBC 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 Company GBC and (assuming due authorization, execution and delivery by ParentFirst Charter) constitutes a constitute the valid and binding obligation of CompanyGBC, enforceable against Company GBC in accordance with its their terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)equity). (b) Neither the execution and delivery of this Agreement by Company GBC nor the consummation by Company GBC of the transactions contemplated herebyhereby or thereby, nor compliance by Company GBC with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate GBC Charter or the Company GBC Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to Company or GBC, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company GBC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, affinity or other partnership or joint marketing agreement, agreement, bylaw or other agreement or other instrument or obligation to which Company GBC or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

Authority; No Violation. (a) Company Seller has full requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly duly, validly authorized and validly approved by the Board of Directors of CompanySeller Board. The Seller Board of Directors of Company has determined that the Merger, on substantially the terms and conditions set forth in this Agreement, is in the best interests of Company Seller and its stockholders and shareholders. The Seller Board has directed that the Merger, on substantially the terms and conditions set forth in this Agreement, be submitted to Seller’s shareholders for consideration at a duly held meeting of such shareholders and has recommended that Seller’s shareholders vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effecthereby. Except for the adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company shares of Seller Common Stock (the “Requisite Company Vote”)entitled to vote at such meeting, no other corporate proceedings on the part of Company Seller are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company Seller and (assuming due authorization, execution and delivery by ParentBuyer) constitutes a the valid and binding obligation of CompanySeller, enforceable against Company Seller in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or 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 “Enforceability Exceptions”)equity). (b) Neither the execution and delivery of this Agreement by Company Seller nor the consummation by Company Seller of the transactions contemplated hereby, nor compliance by Company Seller with any of the terms or provisions hereofof this Agreement, will (i) assuming that shareholder approval referred to in Section 3.3(a) has been obtained, violate any provision of the Company Certificate Seller Articles or the Company Seller Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to Company or Seller, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company Seller or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company Seller or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

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

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms this Agreement is advisable and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for approval and adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”)entitled to vote at such meeting, no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentXxxxxx and Merger Sub) constitutes a the valid and binding obligation of Company, enforceable against 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 insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by Company nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate or the Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, injunction or decree or injunction applicable to Company or Company, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, Company Securitization Document, agreement, by-law or other instrument or obligation to which Company or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breaches, defaults, terminations, cancellations, accelerations breach or creations which, either individually or in the aggregate, default that would not reasonably be likely expected to have cause a Material Adverse Effect on CompanyEffect.

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of CompanyCompany by a vote of at least two-thirds of the members of the Board of Directors of Company in office. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders shareholders for adoption approval at a meeting of such stockholders duly held Company Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement and the transactions contemplated hereby by the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding Company Common Stock (the “Requisite Company Vote”)Shares, no other corporate proceedings on the part of Company are necessary to approve this Agreement Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentPurchaser and Merger Sub) constitutes a the valid and binding obligation obligations of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by Company Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate Articles or the Company Bylaws Code or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulationLaw, judgment, order, writ, injunction or decree or injunction applicable to Company or Company, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Company or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, cancellationscancellation, accelerations acceleration or creations whichcreation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

Authority; No Violation. (a) Company The Buyer has full all requisite corporate power and authority to execute and deliver this Agreement Agreement, the other Transaction Documents and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement Agreement, the other Transaction Documents and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of Companythe Buyer. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and Buyer has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s the stockholders of the Buyer for adoption approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except and, except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”)Buyer's stockholders, no other corporate proceedings on the part of Company the Buyer are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has and the other Transaction Documents have been duly and validly executed and delivered by Company the Buyer and (assuming due authorization, execution and delivery by Parentthe Seller) constitutes a the valid and binding obligation of Companythe Buyer, enforceable against Company the Buyer in accordance with its terms (their respective terms, except in all cases as such enforceability that enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or other similar laws affecting enforcement of general applicability relating to or affecting insured depository institutions or the creditors' rights of creditors generally and except that enforcement thereof may be subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the “Enforceability Exceptions”))availability of equitable remedies. (b) Neither the execution and delivery of this Agreement or the other Transaction Documents by Company the Buyer nor the consummation by Company the Buyer of the transactions contemplated hereby, by this Agreement; nor compliance by Company the Buyer with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate or the Company Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 3.05 hereof are duly obtained and/or madeobtained, (x) violate in any law, material respect any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries or any of their respective properties or assets the Buyer, or (yii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Company or any of its Subsidiaries under, the Buyer under any of the terms, conditions or provisions of (A) the Articles of Organization or other charter document of like nature or By-Laws of the Buyer, or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company or any of its Subsidiaries the Buyer is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be boundbound or affected, except (except, in the case of clause (iiii)(B) above) , for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations which, defaults which either individually or in the aggregate, would aggregate will not reasonably be likely to have a Material Adverse Effect on Companythe Buyer.

Authority; No Violation. (a) Company CenterState has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and Agreement, the consummation of the Merger and the CenterState Share Issuance in connection therewith have been duly and validly approved by the Board board of Directors directors of CompanyCenterState. The Board board of Directors directors of Company CenterState has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders CenterState and has directed that this Agreement and the transactions contemplated hereby CenterState Share Issuance be submitted to CompanyCenterState’s stockholders shareholders for adoption approval at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the Requisite CenterState Shareholder Approval and the adoption of this Agreement the Bank Plan of Merger by the affirmative vote board of the holders directors of outstanding Company Common Stock (the “Requisite Company Vote”)CenterState Bank and CenterState as its sole shareholder, no other corporate proceedings on the part of Company CenterState are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company CenterState and (assuming due authorization, execution and delivery by ParentNCC) constitutes a valid and binding obligation of CompanyCenterState, enforceable against Company CenterState in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by Company CenterState, nor the consummation by Company CenterState of the transactions contemplated hereby, nor compliance by Company CenterState with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate CenterState Articles or the Company Bylaws CenterState Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 4.05 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or CenterState, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company CenterState or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company CenterState or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, which either individually or in the aggregate, aggregate would not reasonably be likely to have a Material Adverse Effect on CompanyCenterState.

Authority; No Violation. Except as set forth in Section 5.2(c) of the Partners Disclosure Schedule: (ai) Company Each Partners Entity has full the requisite limited partnership, limited liability company or corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Partners Board of Directors of Company. The Board of Directors of Company has determined that (upon recommendation by the MergerPartners Conflicts Committee), on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a duly convened meeting thereof and by Partners GP, for itself and as general partner of such stockholders Partners, and has adopted a resolution to the foregoing effectby Partners as sole stockholder of MergerCo. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”)approvals that have been previously obtained, no other corporate proceedings corporate, limited liability company or limited partnership votes or approvals on the part of Company the Partners Entities 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 Company each of the Partners Entities and (assuming due authorization, execution and delivery by Parentthe Company) constitutes a valid and binding obligation of Companyeach of the Partners Entities, enforceable against Company each of the Partners Entities in accordance with its terms (except in all cases insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratoriumreorganization, reorganization or moratorium and similar laws of general applicability Laws relating to or affecting insured depository institutions or the creditors’ rights of creditors generally and subject to by general principles of equity (the “Enforceability Exceptions”regardless of whether such enforceability is considered in a proceeding in equity or at law)). (bii) Neither the execution and delivery of this Agreement by Company the Partners Entities, nor the consummation by Company the Partners Entities of the transactions contemplated hereby, nor compliance by Company the Partners Entities with any of the terms or provisions hereof, will (i1) violate any provision of the Company Partners GP Certificate of Formation, Partners GP LLC Agreement, Partners Certificate of Limited Partnership or Partners Partnership Agreement or the Company Bylaws organizational documents of their respective Subsidiaries or (ii2) assuming that the consents, consents and approvals and filings referred to in Section 3.4 5.2(d) are duly obtained and/or madeobtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to Company or the Partners Entities, any of its their respective Subsidiaries or, to the Partners Entities’ Knowledge, any Partially Owned Entities of Partners or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of Company or any Partners Entity, any of its their respective Subsidiaries underor, to the Partners Entities’ Knowledge, any Partially Owned Entity of Partners under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company or any Partners Entity, any Subsidiary of its Subsidiaries Partners or, to the Partners Entities’ Knowledge, any Partially Owned Entity of Partners is a party, or by which they or any of their respective properties or assets may be are bound, except (in the each case of clause (ii) above) for such violations, conflicts, breaches, losses, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, Liens which would not reasonably be likely to have constitute a Material Adverse Effect on Companythe Partners Entities.

Authority; No Violation. (ai) Company Xxxxxxx has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Parent Merger and the Subsidiary Bank Merger have been duly and validly approved by the Board of Directors of CompanyPeoples. The Board of Directors of Company Peoples has determined that the Parent Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company Peoples and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement Agreement, and the transactions contemplated herein, by the affirmative vote of the holders of a majority of the outstanding Company shares of Peoples Common Stock Shares (the “Requisite Company Peoples Vote”), and the adoption and approval of the Subsidiary Bank Merger Agreement by Peoples, as Peoples Bank sole shareholder, no other corporate proceedings on the part of Company Peoples are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company Xxxxxxx and (assuming due authorization, execution and delivery by ParentXxxxxxx) constitutes a valid and binding obligation of CompanyPeoples, enforceable against Company Peoples in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization reorganization). The Peoples Common Shares to be issued in the Parent Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of Peoples will have any preemptive right or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))in respect thereof. (bii) Neither the execution and delivery of this Agreement by Company Peoples, nor the consummation by Company Peoples of the transactions contemplated hereby, including the Merger and the Subsidiary Bank Merger, nor compliance by Company Peoples with any of the terms or provisions hereof, will (iA) violate any provision of the Company Certificate Peoples Articles or the Company Bylaws Peoples Regulations, or (iiB) assuming that the consents, consents and approvals and filings referred to in Section 3.4 5.02(e) are duly obtained and/or madeobtained, (x1) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or Peoples, any of its the Peoples Subsidiaries or any of their respective properties or assets or (y2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company Peoples or any of its the Peoples Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company Peoples or any of its the Peoples Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii2) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations whichdefaults which would not, either individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on CompanyPeoples.

Authority; No Violation. (a) Company has full corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby, including the Merger, have been duly duly, validly and validly approved unanimously adopted by the Board board of Directors directors of Company. The Board , the board of Directors directors of Company has determined that resolved to recommend to Company’s shareholders the Merger, on the terms and conditions set forth in this Agreement, is in the best interests approval of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting herein, and all necessary corporate action in respect thereof on the part of such stockholders and Company has adopted a resolution been taken, subject to the foregoing effect. Except for the adoption of this Agreement approval by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company VoteShareholder Approval”), no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming Company. Assuming due authorization, execution and delivery by Parent) , this Agreement constitutes a valid and binding obligation of Company, enforceable against Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transferreorganization, moratoriumreceivership, reorganization conservatorship, arrangement, moratorium or similar laws of general applicability other Laws affecting or relating to or affecting insured depository institutions or the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject to general principles of equity, regardless of whether considered in a proceeding in equity (the “Enforceability Exceptions”))or at law. (b) Neither the execution and delivery of this Agreement by Company nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate Articles of Incorporation or Company Bylaws or the articles or certificate of incorporation or bylaws (or similar organizational documents) of any Company Bylaws Subsidiary or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underunder or in any payment conditioned, in whole or in part, on a change of control of Company or approval or consummation of transactions of the type contemplated hereby, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract or other instrument or obligation to which Company or any of its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be boundbound or affected, except (except, in the case of clause (ii) above) , for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations the loss of benefits which, either individually or in the aggregate, would not reasonably be likely to expected to, individually or in the aggregate, have a Material Adverse Effect on CompanyEffect.

Authority; No Violation. (a) Company PNFP has full corporate power and authority to execute and deliver this Agreement and and, subject in the case of the consummation of the Merger to the adoption of this Agreement by the requisite vote of the holders of PNFP Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of CompanyPNFP. The Board of Directors of Company has PNFP determined that the Merger, on the terms Merger is advisable and conditions set forth in this Agreement, is in the best interests interest of Company PNFP and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders PNFP's shareholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company shares of PNFP Common Stock (the “Requisite Company Vote”)Stock, no other corporate proceedings on the part of Company PNFP 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 Company PNFP and (assuming due authorization, execution and delivery by ParentCAVB) constitutes a valid and binding obligation obligations of CompanyPNFP, enforceable against Company PNFP in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity (the “Enforceability Exceptions”)equitable remedies). (b) Neither the execution and delivery by PNFP of this Agreement by Company nor the consummation by Company PNFP of the transactions contemplated hereby, nor compliance by Company PNFP with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate PNFP Articles or the Company Bylaws of PNFP or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 are duly obtained and/or madeobtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or PNFP, any of its Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company or PNFP, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company or PNFP, any of its Subsidiaries or its Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations defaults which, either individually or in the aggregate, would will not reasonably be likely to have a Material Adverse Effect on CompanyPNFP.

Authority; No Violation. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved authorized by the Board of Directors of CompanyCompany Board. The Company Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, Agreement is in the best interests of Company and its stockholders advisable and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a duly held meeting of such stockholders and has unanimously adopted a resolution to the foregoing effecteffect and recommended that the stockholders adopt this Agreement. Except for the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (entitled to vote at such meeting and the “Requisite Company Vote”)filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate or the Company Bylaws 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 3.5 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, award, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to Company or the Company, any of its Subsidiaries or any of their respective properties properties, rights or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any noteCompany Contract. (c) So long as the Company Common Stock and Parent Common Stock continue to be listed on the NYSE at the Effective Time, bondin accordance with Section 262 of the DGCL, mortgage, indenture, deed no appraisal or dissenters’ rights shall be available to holders of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (Common Stock in connection with the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on CompanyMerger.

Authority; No Violation. (a) Company Community has full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of Community and to the receipt of the Consents of the Regulatory Authorities, to consummate the transactions contemplated hereby. The Board of Directors of Community has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders Community's shareholders for adoption approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except shareholders and, except for the adoption of this such Agreement by its shareholders and the affirmative vote execution and filing of the holders Certificate of outstanding Company Common Stock (the “Requisite Company Vote”)Merger, no other corporate proceedings proceeding on the part of Company are Community 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 Community and delivered by Company Community (and (assuming due authorization, execution and delivery by Parent) constitutes Sun), will constitute a valid and binding obligation of CompanyCommunity, and will be enforceable against Company Community in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization receivership or similar laws affecting the enforcement of general applicability relating to or affecting insured depository institutions or the 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 “Enforceability Exceptions”))court before which any proceeding may be brought. (b) Neither the execution and delivery of this Agreement by Company Community nor the consummation by Company Community of the transactions contemplated hereby, nor compliance by Company Community with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate of Incorporation or Bylaws of Community, or the Company Certificate of Incorporation or Bylaws or of any Community subsidiary, (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, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries Community, Community Bank or any of their respective properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, by or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Company Community or any of its Subsidiaries Community Bank under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Company Community or any of its Subsidiaries Community Bank is a party, or by which they any of them or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Companyaffected.

Authority; No Violation. (a) Company has full corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby, including the First Merger, have been duly duly, validly and validly approved unanimously authorized by the Board board of Directors directors of Company. The Board , the board of Directors directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted resolved to recommend to Company’s stockholders for adoption at a meeting the approval of such stockholders the First Merger and all necessary corporate action in respect thereof on the part of Company has adopted a resolution been taken, subject to the foregoing effect. Except for the adoption of this Agreement approval by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company VoteStockholder Approval”), no other corporate proceedings on ) and the part filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT. The Requisite Stockholder Approval is the only vote of the holders of securities of Company are necessary required to approve this Agreement or to consummate the transactions contemplated herebyFirst Merger. This Agreement has been duly and validly executed and delivered by Company and (assuming Company. Assuming due authorization, execution and delivery by Parent) Parent and Merger Sub, this Agreement constitutes a valid and binding obligation of Company, enforceable against Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transferreorganization, moratoriumreceivership, reorganization conservatorship, arrangement, moratorium or similar laws of general applicability other Laws affecting or relating to or affecting insured depository institutions or the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by Company nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the terms or provisions hereof, will will, subject to obtaining the Requisite Stockholder Approval, (i) violate any provision of the Company Certificate Charter or Company Bylaws or the articles or certificate of incorporation or bylaws (or similar organizational documents) of any Company Bylaws Subsidiary or (ii) assuming that the consents, consents and approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulationLaw, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries or any of their respective properties or assets or (yB) except as set forth on Section 3.3(b) of the Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underunder or in any payment conditioned, in whole or in part, on a change of control of Company or approval or consummation of transactions contemplated hereby, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract or other instrument or obligation to which Company or any of its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be boundbound or affected, except (except, in the case of clause (ii) above) , for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations the loss of benefits which, either have not had and are not reasonably likely to have, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of CompanyCompany Board. The Company Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that the plan of Merger set forth in this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of the plan of Merger set forth in this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Class A Common Stock (the “Requisite Company Vote”)) and the adoption and approval of the Bank Merger Agreement by (i) the board of directors of Company Bank and (ii) Company, as Company Bank’s sole shareholder, no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. No approval by the holders of Company Class B Common Stock is required in connection with the Merger or the other transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by Parent) constitutes a valid and binding obligation of Company, enforceable against 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 insured depository institutions or their parent companies or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither Subject to the receipt of the Requisite Company Vote, neither the execution and delivery of this Agreement by Company nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate COI or the Company Bylaws (or similar organizational documents of any Company Subsidiary) or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations whichwhich would not reasonably be likely to have, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on with respect to Company.

Authority; No Violation. (a) Company has and Great American have full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the required regulatory and stockholder approvals set forth in Section 3.5, to consummate the transactions contemplated herebyhereby and to comply with the terms and provisions hereof. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of CompanyCompany and Great American. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders the Company Stockholders for adoption approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except Special Meeting and, except for the adoption of this Agreement by the affirmative requisite vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”)Stockholders, no other corporate proceedings on the part of Company or Great American (except for matters related to setting the date, time, place and record date for the Special Meeting) are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger or the Bank Merger. This Agreement has been duly and validly executed and delivered by Company and Great American and (assuming due authorization, execution and delivery by ParentPurchaser and FCB of this Agreement) constitutes is a valid and binding obligation of CompanyCompany and Great American, enforceable against each of Company and Great American in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy(i) receivership, insolvencyconservatorship or supervisory powers of bank regulatory agencies, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to (ii) general principles of equity and (the “Enforceability Exceptions”))iii) bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by Company and Great American, nor the consummation by Company and Great American of the transactions contemplated hereby, nor compliance by Company or Great American with any of the terms or provisions hereof, will (either with or without the giving of notice of the passing of time or both) (i) violate any provision of the Certificate of Incorporation or Bylaws of Company Certificate or the organizational documents of any Company Bylaws Subsidiary or (ii) assuming that subject to the consents, receipt of the required regulatory and stockholder approvals and filings referred to set forth in Section 3.4 are duly obtained and/or made3.5 and the third-party consents set forth in Section 3.3(b) of the Company Disclosure Schedule, (xA) violate in any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction material respect any Law applicable to Company or any of its Subsidiaries Company Subsidiary, or any of their respective properties or assets assets, or (yB) violate, violate or conflict in any material respect with, result in a material breach of any provision of or the loss of any material benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company or any of its Subsidiaries Company Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (C) violate or conflict with any of the terms, conditions or provisions of any order, judgment or decree to which Company or any Company Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, or (D) result in the case creation of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations any Lien upon any of the respective properties or creations which, either individually assets of Company or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Companyany Company Subsidiary.

Authority; No Violation. (a) Company Central Jersey has full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of Central Jersey and OceanFirst and to the receipt of the Consents of the Regulatory Authorities, to consummate the transactions contemplated hereby. The Board of Directors of Central Jersey has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CompanyCentral Jersey’s stockholders shareholders for adoption approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except shareholders and, except for the adoption of this such Agreement by its shareholders and the affirmative vote shareholders of OceanFirst and the execution and filing of the holders Certificate of outstanding Company Common Stock (the “Requisite Company Vote”)Merger, no other corporate proceedings proceeding on the part of Company are Central Jersey is necessary to approve this Agreement or to consummate the transactions contemplated hereby. so contemplated. (b) This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by Parent) OceanFirst), constitutes a valid and binding obligation of CompanyCentral Jersey, and will be enforceable against Company Central Jersey in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization receivership or similar laws affecting the enforcement of general applicability relating to or affecting insured depository institutions or the 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 “Enforceability Exceptions”))court before which any proceeding may be brought. (bc) Neither the execution and delivery of this Agreement by Company Central Jersey nor the consummation by Company Central Jersey of the transactions contemplated hereby, nor compliance by Company Central Jersey or any of its subsidiaries with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate of Incorporation or Bylaws of Central Jersey or the Company Bylaws or organizational documents of its subsidiaries, (ii) to the Knowledge of Central Jersey, 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, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company Central Jersey or any of its Subsidiaries subsidiaries or any of their respective properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, by or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Company Central Jersey or any of its Subsidiaries subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Company Central Jersey or any of its Subsidiaries subsidiaries is a party, or by which they it or any of their respective its properties or assets may be bound, bound or affected except (in the case of clause (ii) above) for such violations, conflictsbreaches or defaults that would not, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to aggregate have a Material Adverse Effect on CompanyCentral Jersey and its subsidiaries taken as a whole.

Authority; No Violation. (a) Company Republic has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of CompanyRepublic. The Board of Directors of Company Republic has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Republic and its shareholders, has directed that this Agreement be submitted to Company’s stockholders Republic's shareholders for approval and adoption at a duly held meeting of such stockholders shareholders, has determined to recommend such approval and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company shares of Republic Common Stock (the “Requisite Company Vote”)entitled to vote at such meeting, no other corporate proceedings on the part of Company Republic are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company Republic and (assuming due authorization, execution and delivery by ParentCitizens) constitutes a the valid and binding obligation of CompanyRepublic, enforceable against Company Republic in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)equity). (b) Neither the execution and delivery of this Agreement by Company Republic nor the consummation by Company Republic of the transactions contemplated hereby, nor compliance by Company Republic with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate Republic Articles or the Company Bylaws Republic By-laws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to Company or Republic, any of its Subsidiaries or any of their respective properties or assets or (yB) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Republic, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company Republic or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company Republic or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company.

Authority; No Violation. (a) Company has Subject to the approval of this Agreement and the transactions contemplated hereby by the stockholders of Raritan, and subject to the parties obtaining all necessary regulatory approvals, Raritan and the Bank have full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Companyeach of Raritan and the Bank. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effectBank. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock approvals described in paragraph (the “Requisite Company Vote”)b) below, no other corporate proceedings on the part of Company Raritan 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 Company Raritan and (assuming due authorizationthe Bank, execution and delivery by Parent) constitutes a valid and binding obligation obligations of CompanyRaritan and the Bank, enforceable against Company Raritan and the Bank in accordance with its terms (terms, except in all cases as such enforceability 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 insured depository institutions the enforcement of creditors' rights generally or the rights of creditors generally of New Jersey-chartered savings 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 “Enforceability Exceptions”))effect or availability of equitable remedies or injunctive relief. (b) Neither the execution and delivery of this Agreement by Company Raritan and the Bank, nor the consummation by Company Raritan and the Bank of the transactions contemplated herebyhereby in accordance with the terms hereof, nor or compliance by Company Raritan and the Bank with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate Raritan's or the Company Bylaws Bank's Certificates of Incorporation or Charter, as the case may be, or Bylaws, (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, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company Raritan or any of its Subsidiaries the Bank or any of their respective properties or assets assets, or (yiii) except as set forth in the Raritan Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Company Raritan or any of its Subsidiaries the Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company Raritan or any of its Subsidiaries the Bank is a party, or by which they either or both of them or any of their respective properties or assets may be boundbound or affected except, except (in the case of clause with respect to (ii) and (iii) above) for , such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either as individually or and in the aggregate, would aggregate will not reasonably be likely to have a Material Adverse Effect material adverse effect on Companythe business, operations, assets or financial condition of Raritan and its Subsidiaries on a consolidated basis, and which will not prevent or delay the consummation of the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC, the Commissioner of Banking and Insurance of the State of New Jersey (together with the Department of Banking and Insurance, the "Commissioner"), the Board of Governors of the Federal Reserve System ("FRB"), the Securities and Exchange Commission ("SEC"), applicable state securities bureaus or commissions, the New Jersey Secretary of State, the Delaware Secretary of State, and the stockholders of Raritan, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of Raritan or the Bank in connection with (x) the execution and delivery by Raritan and the Bank of this Agreement and (y) the consummation by Raritan and the Bank 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.

Authority; No Violation. (a) The Company has full corporate all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby (including the Offer and the Merger), subject only to the requirement, to the extent required by applicable Law, that this Agreement, the Merger and the other transactions contemplated by this Agreement be adopted and approved by the holders of a majority of the outstanding shares of Company Common Stock (the “ Company Stockholder Approval ”). The Company Stockholder Approval, to the extent required by applicable Law, is the only vote of the holders of any class or series of Company capital stock necessary to approve the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”), no other No corporate proceedings on the part of the Company, other than, to the extent required by applicable Law, the required receipt of the Company Stockholder Approval, are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)equity). (b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by Company with any of the terms or provisions hereof, hereby will (i) violate any provision of the Company Certificate or Certificate, the Company Bylaws or the certificate of incorporation or bylaws or other organizational or constitutive documents or governing instruments of any material Subsidiary of the Company or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 3.04 are duly obtained and/or made, : (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to Company or any of the Company, its Subsidiaries or any of their respective properties or assets or assets, (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, require any consent or approval of any person under, result in the termination of or a right of termination or cancellation under, accelerate or acceleration of the performance required by, any provision of any Company Material Contract or result in the creation of any Lien upon Encumbrance, other than Permitted Encumbrances, on any asset of the respective properties or assets of Company or any of its Subsidiaries underSubsidiaries, any of the termsexcept, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of the foregoing clause (ii) above) for such violationsonly, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations whichas would not reasonably be expected to have, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on the Company. (c) The Company Board of Directors, at a meeting duly called and held, duly adopted resolutions: (i) declaring that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Company’s stockholders, (ii) approving this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) directing that, to the extent required by applicable Law, the adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement be submitted to a vote at a meeting or by written consent of the stockholders of the Company and (iv) recommending that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub in the Offer and, to the extent required by applicable Law, adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement. Assuming the representations and warranties set forth in Section 4.09 are true and correct, no state “fair price”, “moratorium”, “control share acquisition” or similar anti-takeover statute or regulation (including the provisions of Section 203 of the DGCL) (collectively, “ Takeover Laws”) is applicable to the Merger or any of the other transactions contemplated by this Agreement.

Authority; No Violation. (a) Company PRFS has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyContemplated Transactions. The execution and delivery of this Agreement by PRFS and the consummation by PRFS of the Merger Contemplated Transactions have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the MergerPRFS and, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders except for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement approval by the affirmative vote shareholders of PRFS as required by the holders of outstanding Company Common Stock (the “Requisite Company Vote”)BCL, no other corporate proceedings on the part of Company PRFS are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Company PRFS and, subject to approval by the shareholders of PRFS and (assuming due authorizationsubject to receipt of the required approvals of Regulatory Authorities described in Section 4.04 hereof, execution and delivery by Parent) constitutes a the valid and binding obligation of CompanyPRFS, enforceable against Company PRFS in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws of general applicability relating to or affecting insured depository institutions or the creditors’ rights of creditors generally and subject subject, as to enforceability, to general principles of equity (the “Enforceability Exceptions”))equity. (b) Neither Subject to (i) receipt of approval from the shareholders of PRFS, (ii) receipt of approvals from the Regulatory Authorities referred to in Section 4.04 hereof and (iii) PRFS’s and CMTY’s compliance with any conditions contained therein, the execution and delivery of this Agreement by Company nor PRFS, the consummation by Company of the transactions contemplated herebyMerger, nor and compliance by Company PRFS or any PRFS Subsidiary with any of the terms or provisions hereof, do not and will not: (iA) violate conflict with or result in a breach of any provision of the Company Certificate respective articles of incorporation or the Company Bylaws bylaws of PRFS or any PRFS Subsidiary; (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company PRFS or any of its Subsidiaries PRFS Subsidiary or any of their respective properties or assets or assets; or (yC) except as described in PRFS Disclosure Schedule 3.03, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of of, or a right of termination or cancellation underacceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Company PRFS or any of its Subsidiaries under, PRFS Subsidiary under any of the terms, terms or conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which Company PRFS or any of its Subsidiaries PRFS Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except excluding from clauses (in the case of clause B) and (iiC) above) for such violationshereof, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations any items which, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on CompanyEffect.

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

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms this Agreement is advisable and conditions set forth in this Agreement, is in the best interests of Company and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders shareholders for approval and adoption at a duly held meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption receipt of this Agreement by the affirmative vote of the holders of outstanding a majority of the shares of Company Common Stock (entitled to vote to adopt and approve the “Requisite Company Vote”)plan of merger contained in this Agreement, no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate and the transactions contemplated herebyhereby have been authorized by all necessary respective corporate action. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of Company, enforceable against 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 insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by Company nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate Articles or the Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, injunction or decree or injunction applicable to Company or Company, any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Company or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ), any such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, terminationstermination, cancellationscancellation, accelerations acceleration or creations which, either individually or in the aggregate, creation that would not reasonably be likely expected to have cause a Material Adverse Effect on CompanyEffect.

Authority; No Violation. (a) Such Company has full all requisite trust or corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the Merger Transactions have been duly and validly approved by the Board of Directors Governors of such Company, including all of the Independent Governors of such Company. The Board of Directors Governors of Company such Company, including all of the Independent Governors of such Company, has unanimously determined that the Merger, on this Agreement and the terms of Mergers to which such Company is a party and conditions set forth in this Agreement, is the related Transactions are advisable and in the best interests of Company and its such Company, determined that the interests of such Company’s existing stockholders will not be diluted as a result of the Transactions, has approved the Applicable Matters and has directed that this Agreement and the transactions contemplated hereby Applicable Matters be submitted to such Company’s stockholders for adoption approval at a duly held meeting of such stockholders (the “CCT II Stockholders Meeting”, the “FSIC III Stockholders Meeting” or the “FSIC IV Stockholders Meeting”, as applicable) and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote receipt of the holders of outstanding Company Common Stock (applicable Requisite Vote, the “Requisite Company Vote”), no other Applicable Matters have been authorized by all necessary trust or corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyaction. This Agreement has been duly and validly executed and delivered by such Company and (assuming due authorization, execution and delivery by Parentthe other parties to this Agreement) constitutes a the valid and binding obligation of such Company, enforceable against such Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by Company such Company, nor the consummation by such Company of the transactions contemplated herebyTransactions, nor compliance performance of this Agreement by Company with any of the terms or provisions hereofsuch Company, will (i) violate any provision of the Company Certificate or the Company Bylaws its 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, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to Company or such Company, any of its Consolidated Subsidiaries or (B) except as set forth in any of their respective properties or assets or (y) Contract that was Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of such Company or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which such Company or any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundis bound except, except (in the case of with respect to clause (ii) above) for ii)(B), any such violationsviolation, conflictsconflict, breachesbreach, defaultsloss, terminationsdefault, cancellationstermination, accelerations cancellation, acceleration, consent, approval or creations whichcreation that would not, either individually or in the aggregate, would not reasonably be likely expected to have a Material Adverse Effect on such Company.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company the Company, its shareholders and its stockholders other constituencies as set forth in Section 14A:6-1 of the NJBCA and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders shareholders for adoption at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of outstanding sixty-six and two-thirds percent (66 2/3%) of the shareholders present and voting at the Company Common Stock Meeting (the “Requisite Company Vote”), no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate or the Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations whichwhich would not, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on the Company.