Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) SVB Financial 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 SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SVB Financial and (assuming due authorization, execution and delivery by Boston Private) constitutes a valid and binding obligation of SVB Financial, enforceable against SVB Financial in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by SVB Financial, nor the consummation by SVB Financial of the transactions contemplated hereby (including the Merger and the Bank Merger), nor compliance by SVB Financial with any of the terms or provisions hereof, will (i) violate any provision of the SVB Financial Certificate or the SVB Financial Bylaws or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, 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 SVB Financial 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 SVB Financial or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB Financial.

Authority; No Violation. (a) SVB Financial PIF has full all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the Transactions. Mxxxxx Sub has 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 PIF Board, including, after separate meetings and discussion, all of the Independent Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by PIF, and the board of directors of SVB Bank Merger Sub. The PIF Board, including, after separate meetings and SVB Financial discussion, all of the Independent Directors of PIF, has unanimously determined that (A) this Agreement and the terms of the Mergers and the other Transactions are advisable and in the best interests of PIF and (B) determined that the interests of PIF’s existing members will not be diluted (as SVB Bank’s sole shareholder, no provided under Rule 17a-8 promulgated under the Investment Company Act) as a result of the Transactions. The Mergers and the other corporate proceedings Transactions have been authorized by all necessary limited liability company action on the part of SVB Financial are necessary to approve this Agreement or to consummate the transactions contemplated herebyPIF. This Agreement has been duly and validly executed and delivered by SVB Financial PIF and Mxxxxx Sub and (assuming due authorization, execution and delivery by Boston PrivateSLIC and Adviser) constitutes a the valid and binding obligation of SVB Financialeach of PIF and Merger Sub, enforceable against SVB Financial each of PIF and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability ExceptionsBankruptcy and Equity Exception). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by SVB FinancialPIF or Merger Sub, nor the consummation by SVB Financial PIF or Merger Sub of the transactions contemplated hereby (including the Merger and the Bank Merger)Transactions, nor compliance performance of this Agreement by SVB Financial with any of the terms PIF or provisions hereofMerger Sub, will (i) violate any provision of the SVB Financial Certificate PIF Certificate, PIF LLC Agreement or the SVB Financial Bylaws bylaws or certificate of incorporation of Merger Sub or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 4.2(a) and Section 4.3 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to SVB Financial, PIF or 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 SVB Financial PIF 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 SVB Financial PIF 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 with respect to clause (in the case of clauses (x) and (y) above) for ii)(B), any such violationsviolation, conflictsconflict, breachesbreach, defaultsloss, terminationsdefault, cancellationstermination, accelerations cancellation, acceleration, consent, approval or creations thatcreation that would not, either individually or in the aggregate, would not reasonably be expected to have be material to PIF and its Consolidated Subsidiaries, taken as a Material Adverse Effect on SVB Financialwhole. Section 4.2(b) of the PIF Disclosure Schedule sets forth, to PIF’s knowledge, any material consent fees payable to a third party in connection with the Mergers.

Authority; No Violation. (a) SVB Financial FNB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates, subject to the receipt of the Requisite Regulatory Approvals. The execution and delivery of this Agreement and the consummation of the Merger transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of SVB FinancialFNB. Except for Other than those set forth in Section 1.8, no corporate approvals on the approval part of FNB or FNB Bank are necessary to approve the Bank Merger Agreement by the board of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial are necessary to approve this Agreement or to consummate the transactions contemplated herebyBank Merger. This Agreement has been duly and validly executed and delivered by SVB Financial and (FNB and, assuming the due authorization, execution and delivery of this Agreement by Boston Private) HBI, constitutes a the valid and binding obligation of SVB FinancialFNB, enforceable against SVB Financial FNB in accordance with its terms (terms, except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andbankruptcy, when issuedinsolvency, will be validly issuedfraudulent transfer, fully paid and nonassessablemoratorium, and no current or past shareholder of SVB Financial will have any preemptive right reorganization or similar laws of general applicability relating to or affecting the rights in respect thereofof insured depository institutions or the rights of creditors generally and the availability of equitable remedies. (b) Neither the execution and delivery of this Agreement by SVB FinancialFNB, nor the consummation by SVB Financial FNB of the transactions contemplated hereby (including the Merger and the Bank Merger)this Agreement contemplates, nor compliance by SVB Financial FNB with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate FNB Charter or the SVB Financial FNB Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made and are in full force and effect, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to SVB FinancialFNB, 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 or the loss of any benefit underof, constitute a default (default, or an event which, with notice or lapse of time, or both, would constitute a default) default under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of SVB Financial FNB or any of its Subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which SVB Financial FNB or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations thatwith respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialFNB.

Authority; No Violation. (a) SVB Financial Purchaser 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 SVB FinancialPurchaser. Except for the adoption and approval of the Bank Merger Agreement by the board of directors of SVB Purchaser Bank and SVB Financial Purchaser as SVB Bank’s its sole shareholder, no other corporate proceedings on the part of SVB Financial Purchaser are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SVB Financial Purchaser and (assuming due authorization, execution and delivery by Boston Privatethe Company) constitutes a valid and binding obligation of SVB FinancialPurchaser, enforceable against SVB Financial Purchaser in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Purchaser Common Stock to be issued in the Merger have been validly authorized andauthorized, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial Purchaser will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by SVB FinancialPurchaser, nor the consummation by SVB Financial Purchaser of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by SVB Financial Purchaser with any of the terms or provisions hereof, will (i) violate any provision of the SVB Financial Certificate Purchaser Articles or the SVB Financial Bylaws Purchaser Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section Sections 3.4 and 4.4 are duly obtainedobtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, Purchaser 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 SVB Financial Purchaser 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 SVB Financial Purchaser or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations thatwhich, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialPurchaser.

Authority; No Violation. (a) SVB Financial FNB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates, subject to the receipt of the Requisite FNB Vote and Requisite Regulatory Approvals. The execution and delivery of this Agreement and the consummation of the Merger transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of SVB FinancialFNB. Except for the approval affirmative vote of a majority of votes cast at a meeting of FNB’s shareholders at which a quorum is present approving the issuance of FNB Common Stock pursuant to this Agreement in accordance with Section 312.03 of the Bank Merger Agreement by New York Stock Exchange Listed Company Manual (such affirmative shareholder vote, the board of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholder“Requisite FNB Vote”), no other corporate proceedings approvals on the part of SVB Financial FNB are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. Other than those set forth in Section 1.8, no corporate approvals on the part of FNB or FNB Bank are necessary to approve the Bank Merger Agreement or consummate the Bank Merger. This Agreement has been duly and validly executed and delivered by SVB Financial and (FNB and, assuming the due authorization, execution and delivery of this Agreement by Boston Private) YDKN, constitutes a the valid and binding obligation of SVB FinancialFNB, enforceable against SVB Financial FNB in accordance with its terms (terms, except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andbankruptcy, when issuedinsolvency, will be validly issuedfraudulent transfer, fully paid and nonassessablemoratorium, and no current or past shareholder of SVB Financial will have any preemptive right reorganization or similar laws of general applicability relating to or affecting the rights in respect thereofof insured depository institutions or the rights of creditors generally and the availability of equitable remedies. (b) Neither the execution and delivery of this Agreement by SVB FinancialFNB, nor the consummation by SVB Financial FNB of the transactions contemplated hereby (including the Merger and the Bank Merger)this Agreement contemplates, nor compliance by SVB Financial FNB with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate FNB Charter or the SVB Financial FNB Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made and are in full force and effect, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to SVB FinancialFNB, 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 or the loss of any benefit underof, constitute a default (default, or an event which, with notice or lapse of time, or both, would constitute a default) default under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of SVB Financial FNB or any of its Subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which SVB Financial FNB or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations thatwith respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialFNB.

Authority; No Violation. (a) SVB Financial ANNB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates, subject to the receipt of the requisite ANNB shareholder approval (as described below) and Requisite Regulatory Approvals (as defined in Section 7.1(c)). The execution and delivery of this Agreement and the consummation of the Merger transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of SVB FinancialANNB. Except for the approval and adoption of this Agreement and the transactions this Agreement contemplates by a majority vote of the Bank Merger Agreement Board of Directors of ANNB and by the board affirmative vote of directors two-thirds of SVB Bank and SVB Financial as SVB Bank’s sole shareholderall the votes entitled to be cast by the shareholders of ANNB, no other corporate proceedings approvals on the part of SVB Financial ANNB are necessary to approve this Agreement or to consummate the transactions contemplated herebyAgreement. This Agreement has been duly and validly executed and delivered by SVB Financial and (ANNB and, assuming due authorization, execution and delivery by Boston Private) FNB, constitutes a the valid and binding obligation of SVB FinancialANNB, enforceable against SVB Financial ANNB in accordance with its terms (terms, except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andbankruptcy, when issuedinsolvency, will be validly issuedmoratorium, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right reorganization or similar laws affecting the rights in respect thereofof creditors generally and the availability of equitable remedies. (b) Neither the execution and delivery of this Agreement by SVB Financial, ANNB nor the consummation by SVB Financial ANNB of the transactions contemplated hereby (including the Merger and the Bank Merger)this Agreement contemplates, nor compliance by SVB Financial ANNB with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate ANNB Articles or the SVB Financial ANNB Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.4 are duly obtainedobtained and/or made and are in full force and effect, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to SVB FinancialANNB, any of its the ANNB 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 underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) default under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of SVB Financial ANNB or any of its the ANNB 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 SVB Financial ANNB or any of its the ANNB Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialANNB.

Authority; No Violation. (a) SVB Financial 4.4.1. HNC 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 HNC’s shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by HNC and the consummation by HNC of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank HNC, and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial are HNC, except for the approval of the HNC shareholders, is necessary to approve this Agreement or to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by SVB Financial HNC, and (assuming subject to approval by the shareholders of HNC and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Boston Private) FNFG, constitutes a the valid and binding obligation of SVB FinancialHNC, enforceable against SVB Financial HNC in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock terms, subject to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessablesimilar laws affecting creditors’ rights generally, and no current or past shareholder subject, as to enforceability, to general principles of SVB Financial will have any preemptive right or similar rights in respect thereofequity. 4.4.2. Subject to receipt of Regulatory Approvals and HNC’s and FNFG’s compliance with any conditions contained therein, and to the receipt of the approval of the shareholders of HNC, (bA) Neither the execution and delivery of this Agreement by SVB FinancialHNC, nor (B) the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by SVB Financial HNC 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 SVB Financial Certificate certificate of incorporation or bylaws of HNC or any HNC Subsidiary or the SVB Financial Bylaws or charter and bylaws of HNB; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, HNC or any of its Subsidiaries HNC 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 SVB Financial HNC or any of its Subsidiaries under, HNB 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 SVB Financial HNC or any of its Subsidiaries HNB is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on SVB FinancialHNC and the HNC Subsidiaries taken as a whole.

Authority; No Violation. (a) SVB Financial BCSB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates, subject to the receipt of the requisite BCSB shareholder approval (as described below) and Requisite Regulatory Approvals (as defined in Section 7.1(c)). The execution and delivery of this Agreement and the consummation of the Merger transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of SVB FinancialBCSB. Except for the approval and adoption of this Agreement and the transactions this Agreement contemplates by a majority vote of the Bank Merger Agreement Board of Directors of BCSB and by the board affirmative vote of directors at least a majority of SVB Bank the issued and SVB Financial as SVB Bank’s sole shareholderoutstanding shares of BCSB Common Stock, no other corporate proceedings approvals on the part of SVB Financial BCSB are necessary to approve this Agreement or to consummate the transactions contemplated herebyAgreement. This Agreement has been duly and validly executed and delivered by SVB Financial and (BCSB and, assuming the due authorization, execution and delivery of this Agreement by Boston Private) FNB, constitutes a the valid and binding obligation of SVB FinancialBCSB, enforceable against SVB Financial BCSB in accordance with its terms (terms, except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andbankruptcy, when issuedinsolvency, will be validly issuedmoratorium, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right reorganization or similar laws affecting the rights in respect thereofof creditors generally and the availability of equitable remedies. (b) Neither the execution and delivery of this Agreement by SVB Financial, BCSB nor the consummation by SVB Financial BCSB of the transactions contemplated hereby (including the Merger and the Bank Merger)this Agreement contemplates, nor compliance by SVB Financial BCSB with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate BCSB Charter or the SVB Financial BCSB Bylaws or or, (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.4 are duly obtainedobtained and/or made and are in full force and effect, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to SVB FinancialBCSB, any of its the BCSB 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 underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) default under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of SVB Financial BCSB or any of its the BCSB Subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which SVB Financial BCSB or any of its the BCSB Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialBCSB.

Authority; No Violation. (a) SVB Financial NPB has full corporate power and authority to execute and deliver this Agreement and and, except for the receipt of the approval of this Agreement by the shareholders of NPB, to consummate the transactions contemplated herebyContemplated Transactions. The execution and delivery of this Agreement by NPB and the consummation by NPB of the Merger Contemplated Transactions have been duly and validly approved by the Board of Directors of SVB Financial. Except NPB by unanimous vote and, except for the approval of the Bank Merger Agreement by the board shareholders of directors of SVB Bank and SVB Financial NPB as SVB Bank’s sole shareholderrequired by the BCL, no other corporate proceedings on the part of SVB Financial NPB are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. The affirmative vote of a majority of the votes cast by the holders of NPB Common Stock at the NPB Shareholders Meeting is sufficient to adopt this Agreement. This Agreement has been duly and validly executed and delivered by SVB Financial NPB and (assuming due authorization, execution and delivery by Boston Private) constitutes a the valid and binding obligation of SVB FinancialNPB, enforceable against SVB Financial NPB in accordance with its terms (except in all cases terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as such enforceability may be limited by the Enforceability Exceptions). The shares to enforceability, to general principles of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofequity. (b) Neither None of (i) the execution and delivery of this Agreement by SVB FinancialNPB, nor subject to receipt of approvals from the Regulatory Authorities referred to in Section 4.04 hereof and NPB's and KNBT's compliance with any conditions contained therein, (ii) the consummation by SVB Financial of the transactions contemplated hereby Contemplated Transactions, and (including the Merger and the Bank Merger), nor iii) compliance by SVB Financial NPB with any of the terms or provisions hereof, will : (iA) violate conflict with or result in a breach of any provision of the SVB Financial Certificate respective articles of incorporation, articles of association or the SVB Financial Bylaws bylaws of NPB or any NPB Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, NPB or any of its Subsidiaries NPB Subsidiary or any of their respective properties or assets or assets; or (yC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of or a right of termination or cancellation under, 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 SVB Financial NPB or any of its Subsidiaries NPB 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 SVB Financial NPB or any of its Subsidiaries NPB 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 excluding from clauses (xB) and (yC) above) for such conflicts, violations, conflicts, breaches, defaultsdefaults or other events which, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialNPB.

Authority; No Violation. (a) SVB Financial FBKP has full corporate power and authority to execute and deliver this Agreement and to consummate complete the transactions contemplated hereby. The execution and delivery of this Agreement by FBKP and the consummation completion by FBKP of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of SVB Financial. Except FBKP and, except for the approval of the Bank Merger Agreement by the board shareholders of directors FBKP as required under the Banking Code, FBKP's articles of SVB Bank incorporation and SVB Financial as SVB Bank’s sole shareholderbylaws and Nasdaq requirements applicable to it, no other corporate proceedings on the part of SVB Financial FBKP 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 SVB Financial FBKP and, subject to approval of the shareholders of FBKP as required under the Banking Code, FBKP's articles of incorporation and (assuming due authorizationbylaws and Nasdaq requirements applicable to it and receipt of the required approvals from Regulatory Authorities described in Section 3.04 hereof, execution and delivery by Boston Private) constitutes a the valid and binding obligation of SVB FinancialFBKP, enforceable against SVB Financial FBKP in accordance with its terms (except in all cases terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as such enforceability may be limited by the Enforceability Exceptions). The shares to enforceability, to general principles of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofequity. (bA) Neither the The execution and delivery of this Agreement by SVB FinancialFBKP, nor (B) subject to receipt of approvals from the consummation by SVB Financial Regulatory Authorities referred to in Section 3.04 hereof and FBKP's and PSB's compliance with any conditions contained therein, the completion of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by SVB Financial FBKP with any of the terms or provisions hereof, will not (i) violate conflict with or result in a breach of any provision of the SVB Financial Certificate articles of incorporation or the SVB Financial Bylaws other organizational document or bylaws of FBKP or any FBKP Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, FBKP or any of its Subsidiaries FBKP Subsidiary or any of their respective properties or assets assets; or (yiii) except as set forth in the FBKP Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of SVB Financial FBKP or any of its Subsidiaries FBKP Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which SVB Financial FBKP or any of its Subsidiaries FBKP Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on SVB FinancialFBKP.

Authority; No Violation. (a) SVB Financial DMIC has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates. The execution and delivery of this Agreement and the consummation of the Merger transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of SVB FinancialDMIC. Except for The Board of Directors of DMIC has determined that this Agreement and the approval transactions this Agreement contemplates are in the best interests of the Bank Merger Agreement by the board of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholder, no DMIC. No other corporate proceedings on the part of SVB Financial DMIC are necessary to approve this Agreement or to consummate the transactions contemplated herebythis Agreement contemplates. This Agreement has been duly and validly executed and delivered by SVB Financial and (DMIC and, assuming due authorization, execution and delivery of this Agreement by Boston Private) UNNF, DFSC, DAI and DGI, constitutes a the valid and binding obligation of SVB FinancialDMIC, enforceable against SVB Financial DMIC in accordance with its terms (terms, except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andbankruptcy, when issuedinsolvency, will be validly issuedmoratorium, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right reorganization or similar laws affecting the rights in respect thereofof creditors generally and the availability of equitable remedies. (b) Neither the execution and delivery of this Agreement by SVB Financial, DMIC nor the consummation by SVB Financial DMIC of the transactions contemplated hereby (including the Merger and the Bank Merger)this Agreement contemplates, nor compliance by SVB Financial DMIC with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate DMIC Articles or the SVB Financial DMIC Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 5.3 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction as defined in Section 9.1(d) applicable to SVB FinancialDMIC, any of its Subsidiaries DMIC Subsidiary 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) 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 SVB Financial DMIC or any of its Subsidiaries DMIC 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 SVB Financial DMIC or any of its Subsidiaries DMIC Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialDMIC and the DMIC Subsidiaries taken as a whole.

Authority; No Violation. (a) SVB Financial PNC 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 SVB Financial. Except for the approval of the Bank Merger Agreement PNC (by the board unanimous vote of all directors of SVB Bank present) and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial PNC are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SVB Financial PNC and (assuming due authorization, execution and delivery by Boston PrivateMercantile Bankshares) constitutes a the valid and binding obligation of SVB FinancialPNC, enforceable against SVB Financial PNC in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andbankruptcy, when issuedinsolvency, will be validly issuedmoratorium, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right reorganization or similar laws affecting the rights in respect thereofof creditors generally and subject to general principles of equity). (b) Neither the execution and delivery of this Agreement by SVB Financial, nor the consummation by SVB Financial PNC of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by SVB Financial PNC with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate PNC Articles or the SVB Financial Bylaws PNC Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to SVB FinancialPNC, 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 SVB Financial PNC 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 SVB Financial PNC 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. Based on the representations of Mercantile Bankshares contained in Section 3.2, except approval of the PNC shareholders is not necessary for the consummation by PNC of the Merger and the issuance of the Stock Consideration thereunder. Neither PNC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (in the case of clauses (xwhether written or oral) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually to the knowledge of PNC, upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business currently conducted by Mercantile Bankshares or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB Financialits Subsidiaries.

Authority; No Violation. (a) SVB Financial NBC 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 all necessary corporate and stockholder action of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank NBC and SVB Financial as SVB Bank’s sole shareholder, no other corporate or stockholder proceedings on the part of SVB Financial NBC are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SVB Financial NBC and (assuming due authorization, execution and delivery by Boston PrivateSeasons) constitutes a valid and binding obligation of SVB FinancialNBC, enforceable against SVB Financial NBC in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by the Enforceability Exceptions). The shares general principles of SVB Financial Common Stock to be issued equity whether applied in the Merger have been validly authorized anda court of law or a court of equity and by bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessable, similar laws affecting creditors’ rights and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofremedies generally. (b) Neither Except as set forth in Section 5.3(b) of the NBC Disclosure Schedule, neither the execution and delivery of this Agreement by SVB FinancialNBC, nor the consummation by SVB Financial NBC of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by SVB Financial NBC with any of the terms or provisions hereof, will (i) violate any provision of the SVB Financial Certificate certificate of incorporation or bylaws of NBC or any of the SVB Financial Bylaws similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 5.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, NBC 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, 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 SVB Financial NBC 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 SVB Financial NBC or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations that, other events which either individually or in the aggregate, aggregate will not have and would not reasonably be expected to have a Material Adverse Effect on SVB FinancialNBC.

Authority; No Violation. (a) SVB Financial 4.4.1. FSBI has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals described in Section 8.3 and the approval of this Agreement by FSBI’s stockholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by FSBI and the consummation completion by FSBI of the Merger transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial are necessary to approve this Agreement or to consummate the transactions contemplated herebyFSBI. This Agreement has been duly and validly executed and delivered by SVB Financial FSBI, and (assuming due authorizationsubject to approval by the stockholders of FSBI and receipt of the Regulatory Approvals, execution and delivery by Boston Private) constitutes a the valid and binding obligation of SVB FinancialFSBI, enforceable against SVB Financial FSBI in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock terms, subject to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessablesimilar laws affecting creditors’ rights generally, and no current or past shareholder subject, as to enforceability, to general principles of SVB Financial will have any preemptive right or similar rights in respect thereofequity. 4.4.2. Subject to compliance by PFS with the terms and conditions of this Agreement, (bA) Neither the execution and delivery of this Agreement by SVB FinancialFSBI, nor (B) subject to receipt of Regulatory Approvals, and FSBI’s and PFS’s compliance with any conditions contained therein, and subject to the receipt of the approval of the stockholders of FSBI and PFS, the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by SVB Financial FSBI 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 SVB Financial Certificate of Incorporation or Bylaws of FSBI or any FSBI Subsidiary or the SVB Financial Certificate of Incorporation and Bylaws or of First Savings Bank; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, FSBI or any of its Subsidiaries FSBI 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 SVB Financial FSBI or any of its Subsidiaries under, First Savings Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which SVB Financial FSBI or any of its Subsidiaries First Savings 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 clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on SVB FinancialFSBI and the FSBI Subsidiaries taken as a whole.

Authority; No Violation. (a) SVB Financial CBI has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates, subject to the receipt of necessary CBI Shareholder and Regulatory Approvals. The execution and delivery of this Agreement and the consummation of the Merger transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of SVB FinancialCBI. Except for the approval and adoption of this Agreement and the transactions this Agreement contemplates by the affirmative vote of the Bank Merger Agreement by holders of 75% of the board outstanding shares of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholderCBI Common Stock at such meeting at which a quorum is present, no other corporate proceedings approvals on the part of SVB Financial CBI are necessary to approve this Agreement or to consummate the transactions contemplated herebyAgreement. This Agreement has been duly and validly executed and delivered by SVB Financial and (CBI and, assuming due authorization, execution and delivery by Boston Private) FNB, constitutes a the valid and binding obligation of SVB FinancialCBI, enforceable against SVB Financial CBI in accordance with its terms (terms, except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andbankruptcy, when issuedinsolvency, will be validly issuedmoratorium, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right reorganization or similar laws affecting the rights in respect thereofof creditors generally and the availability of equitable remedies. (b) Neither the execution and delivery of this Agreement by SVB Financial, CBI nor the consummation by SVB Financial CBI of the transactions contemplated hereby (including the Merger and the Bank Merger)this Agreement contemplates, nor compliance by SVB Financial CBI with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate CBI Articles or the SVB Financial CBI Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.4 are duly obtainedobtained and/or made and are in full force and effect, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction as defined in Section 7.1(e) applicable to SVB FinancialCBI, 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 underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) default under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of SVB Financial CBI 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 SVB Financial CBI or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialCBI.

Authority; No Violation. (a) SVB Financial PSB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Bank has full corporate power and authority to execute and deliver the plan of merger and to consummate the Merger. The execution and delivery of this Agreement by PSB and the consummation completion by PSB of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of SVB Financial. Except PSB and, except for the approval of the Bank Merger Agreement by the board shareholders of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholderPSB under Nasdaq requirements applicable to it, no other corporate proceedings on the part of SVB Financial PSB 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 SVB Financial PSB and, subject to approval by the shareholders of PSB under Nasdaq requirements applicable to it and (assuming due authorizationreceipt of the required approvals of Regulatory Authorities described in Section 3.04 hereof, execution and delivery by Boston Private) constitutes a the valid and binding obligation of SVB FinancialPSB, enforceable against SVB Financial PSB in accordance with its terms (except in all cases terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as such enforceability may be limited by the Enforceability Exceptions). The shares to enforceability, to general principles of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofequity. (bA) Neither the The execution and delivery of this Agreement by SVB FinancialPSB, nor (B) subject to receipt of approvals from the Regulatory Authorities referred to in Section 3.04 hereof and FBKP's and PSB's compliance with any conditions contained therein, the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by SVB Financial PSB with any of the terms or provisions hereof, hereof or of the plan of merger will not (i) violate conflict with or result in a breach of any provision of the SVB Financial Certificate articles of incorporation or the SVB Financial Bylaws other organizational document or bylaws of PSB or any PSB Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, PSB or any of its Subsidiaries PSB 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 SVB Financial PSB or any of its Subsidiaries PSB 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 SVB Financial PSB or any of its Subsidiaries PSB Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on SVB FinancialPSB.

Authority; No Violation. (a) SVB Financial has Valley and VNB 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. Valley has a sufficient number of authorized but unissued shares of Valley Common Stock to pay the consideration for the Merger set forth in Article II of this Agreement. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of SVB Financialeach of Valley and VNB. Except for the approval The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the board Board of directors Directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholder, no VNB. No other corporate proceedings on the part of SVB Financial Valley and VNB are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby (except for the approval by Valley of the Bank Merger Agreement). This Agreement has been duly and validly executed and delivered by SVB Financial Valley and (assuming due authorization, execution VNB and delivery by Boston Private) constitutes a valid and binding obligation of SVB FinancialValley and VNB, enforceable against SVB Financial Valley and VNB in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofterms. (b) Neither the execution and or delivery of this Agreement by SVB Financial, nor the consummation by SVB Financial Valley and VNB of the transactions contemplated hereby (including the Merger and the Bank Merger), nor compliance by SVB Financial in accordance with any of the terms or provisions hereof, will (i) violate any provision of the SVB Financial Certificate of Incorporation or Bylaws of Valley or the SVB Financial Articles of Association or Bylaws or of VNB, (ii) assuming that the consents and approvals referred to in Section 4.4 set forth below are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, any of its Subsidiaries Valley or VNB or any of their respective properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of SVB Financial Valley or any of its Subsidiaries VNB under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which SVB Financial Valley or any of its Subsidiaries VNB is a party, or by which they Valley or VNB or any of their respective properties or assets may be boundbound or affected, except except, with respect to (in the case of clauses (xii) and (yiii) above) for , such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or as in the aggregate, would aggregate will not reasonably be expected to have a Material Adverse Effect material adverse effect on SVB Financialthe business, operations, assets or financial condition of Valley and Valley's Subsidiaries on a consolidated basis, or the ability of Valley and VNB to consummate the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC, the OTS, the FRB, the New Jersey Secretary of State, the Delaware Secretary of State, the SEC, or applicable state securities bureaus or commissions, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of Valley or VNB in connection with (a) the execution and delivery by Valley or VNB of this Agreement, (b) the consummation by Valley of the Merger and the other transactions contemplated hereby and (c) the execution and delivery by VNB of the Bank Merger Agreement and the consummation by VNB of the Bank Merger and other transactions contemplated thereby. To Valley's knowledge, no fact or condition exists which Valley has reason to believe will prevent it or VNB from obtaining the aforementioned consents and approvals.

Authority; No Violation. (a) SVB Financial 5.4.1. FNFG has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Regulatory Approvals, and the approval of the FNFG shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by FNFG and the consummation completion by FNFG of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank FNFG, and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial FNFG, except for the approval of the FNFG shareholders, are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by SVB Financial FNFG, and (assuming subject to approval by the shareholders of FNFG and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Boston Private) HRB, constitutes a the valid and binding obligation obligations of SVB FinancialFNFG, enforceable against SVB Financial FNFG in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock terms, subject to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessablesimilar laws affecting creditors' rights generally, and no current or past shareholder subject, as to enforceability, to general principles of SVB Financial will have any preemptive right or similar rights in respect thereofequity. 5.4.2. Subject to receipt of Regulatory Approvals and HRB's and FNFG's compliance with any conditions contained therein, and to the receipt of the approval of the shareholders of FNFG, (bA) Neither the execution and delivery of this Agreement by SVB FinancialFNFG, nor (B) the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by SVB Financial FNFG 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 SVB Financial Certificate certificate of incorporation or the SVB Financial Bylaws bylaws of FNFG or any FNFG Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, FNFG or any of its Subsidiaries FNFG 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 SVB Financial FNFG or any of its Subsidiaries under, FNFG 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 SVB Financial or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on SVB FinancialFNFG.

Authority; No Violation. (a) SVB Financial FNB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates. The execution and delivery of this Agreement and the consummation of the Merger transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank FNB and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings approvals on the part of SVB Financial FNB are necessary to approve this Agreement or to consummate the transactions contemplated herebyAgreement. This Agreement has been duly and validly executed and delivered by SVB Financial and (FNB and, assuming due authorization, execution and delivery by Boston Private) ANNB, constitutes a the valid and binding obligation of SVB FinancialFNB, enforceable against SVB Financial FNB in accordance with its terms (terms, except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andbankruptcy, when issuedinsolvency, will be validly issuedmoratorium, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right reorganization or similar laws affecting the rights in respect thereofof creditors generally and the availability of equitable remedies. (b) Neither the execution and delivery of this Agreement by SVB FinancialFNB, nor the consummation by SVB Financial FNB of the transactions contemplated hereby (including the Merger and the Bank Merger)this Agreement contemplates, nor compliance by SVB Financial FNB with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate FNB Charter or the SVB Financial FNB Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made and are in full force and effect, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to SVB FinancialFNB, 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 underof, constitute a default (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 SVB Financial FNB 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 SVB Financial FNB or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialFNB.

Authority; No Violation. (a) SVB Financial NPB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by NPB and the consummation by NPB of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank NPB and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial NPB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SVB Financial and (assuming due authorizationNPB and, execution and delivery by Boston Private) subject to receipt of the required approvals of Regulatory Authorities described in Section 3.04 hereof, constitutes a the valid and binding obligation of SVB FinancialNPB, enforceable against SVB Financial NPB in accordance with its terms (except in all cases terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as such enforceability may be limited by the Enforceability Exceptions). The shares to enforceability, to general principles of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofequity. (bi) Neither the The execution and delivery of this Agreement by SVB FinancialNPB, nor (ii) subject to receipt of approvals from the Regulatory Authorities referred to in Section 3.04 hereof and NPB's and CIB's compliance with any conditions contained therein, the consummation by SVB Financial of the transactions contemplated hereby Merger, and (including the Merger and the Bank Merger), nor iii) compliance by SVB Financial NPB or any NPB 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 SVB Financial Certificate respective articles of incorporation, articles of association or the SVB Financial Bylaws bylaws of NPB or any NPB Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, NPB or any of its Subsidiaries NPB Subsidiary or any of their respective properties or assets or assets; or (yC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of or a right of termination or cancellation under, 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 SVB Financial NPB or any of its Subsidiaries NPB 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 SVB Financial NPB or any of its Subsidiaries NPB 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 excluding from clauses (xB) and (yC) above) for any such violationsitems which, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialEffect.

Authority; No Violation. (a) SVB Financial Each of Parent and Merger Sub has full all requisite corporate power and authority to execute and deliver enter into this Agreement and and, subject to the adoption of this Agreement by Parent in its capacity as the sole shareholder of Merger Sub (the “Merger Sub Shareholder Approval”), to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Parent and Merger Sub have been duly adopted and validly approved authorized by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholder, no other all necessary corporate proceedings action on the part of SVB Financial are necessary each of Parent and Merger Sub, subject only to approve this Agreement or to consummate the transactions contemplated herebyrequired receipt of Merger Sub Shareholder Approval. This Agreement has been duly and validly executed and delivered by SVB Financial each of Parent and (assuming due authorization, execution Merger Sub and delivery by Boston Private) constitutes a the valid and binding obligation of SVB Financialeach of Parent and Merger Sub, enforceable against SVB Financial each of them in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid Bankruptcy and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofEquity Exception. (b) Neither the The execution and delivery of this Agreement by SVB Financialeach of Parent and Merger Sub do not, nor and the consummation by SVB Financial Parent and Merger Sub of the transactions contemplated hereby (including the Merger and the Bank Merger)by this Agreement shall not, nor compliance by SVB Financial with any of the terms or provisions hereof, will (i) violate conflict with, or result in any violation or breach of, any provision of the SVB Financial Certificate articles of incorporation or the SVB Financial Bylaws bylaws or other equivalent organizational documents of Parent or Merger Sub, (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, or result in a any violation or breach of any provision of of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both) a default (or give rise to a right of termination, would constitute a defaultcancellation or acceleration of any obligation or loss of any material benefit) under, result in the termination of require a consent or a right of termination or cancellation waiver under, accelerate constitute a change in control under, require the performance required by, payment of a penalty under or result in the creation imposition of any Lien upon any of the respective properties on Parent’s or Merger Sub’s assets of SVB Financial or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlease, license, lease, agreement contract or other agreement, instrument or obligation to which SVB Financial Parent or any of its Subsidiaries Merger Sub is a party, party or by which they any of them or any of their respective properties or assets may be bound, or (iii) subject to obtaining Merger Sub Shareholder Approval and compliance with the requirements specified in clauses (i), (ii) and (iii) of Section 4.2(c), conflict with or violate any Law or order applicable to Parent or Merger Sub or any of its or their respective properties or assets, except (in the case of clauses (xii) and (yiii) aboveof this Section 4.2(b) for any such conflicts, violations, conflicts, breaches, defaults, terminations, cancellations, accelerations accelerations, losses, penalties or creations thatLiens, either individually and for any consents or in the aggregatewaivers not obtained, that would not reasonably be expected to have a Parent Material Adverse Effect Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on SVB Financialwhich shares of common stock of Parent are listed for trading is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for (i) the premerger notification requirements under the HSR Act or any other antitrust Law, (ii) the filing of the Articles of Merger with the North Carolina Secretary of State and (iii) filings required under, and compliance with the requirements of, the Securities Act and the Exchange Act. (d) No vote of the holders of any class or series of Parent’s capital stock or other securities is necessary for the consummation by Parent of the transactions contemplated by this Agreement.

Authority; No Violation. (a) SVB Financial Acknowledging the validity of the prior exercise by PFG of its rights under Article 9 of the UCC and the Loan Documents, CGI has full corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement and each Ancillary Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved and adopted by the CGI Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial are necessary to approve this Agreement or to consummate the transactions contemplated herebyDirectors. This Agreement and each Ancillary Agreement has been duly and validly executed and delivered by SVB Financial CGI and (assuming due authorization, execution and delivery by Boston Privatethe other Parties) constitutes a the valid and binding obligation of SVB FinancialCGI, enforceable against SVB Financial CGI in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Bankruptcy Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereof. (b) Neither Assuming that the consents, approvals and filings referred to in Section 5.3 are duly obtained and/or made, and acknowledging the validity of the prior exercise by PFG of its rights under Article 9 of the UCC and the Loan Documents, neither the execution and delivery of this Agreement and each Ancillary Agreement by SVB Financial, CGI nor the consummation by SVB Financial CGI of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by SVB Financial CGI with any of the terms or provisions hereofof this Agreement, will does or will: (i) violate contravene, conflict with or result in a violation of any provision of the SVB Financial Certificate provisions of the CGI Charter or the SVB Financial Bylaws or CGI Bylaws; (ii) assuming that contravene, conflict with or result in a violation of, or give any Governmental Authority or, to the consents and approvals referred Knowledge of CGI, any other Person the right to in Section 4.4 are duly obtainedchallenge the transactions contemplated hereby or to exercise any remedy or obtain any relief under, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, Law or any order, writ, injunction, judgment or decree or injunction applicable to SVB Financialwhich CGI, any of its Subsidiaries or any of their respective properties the assets owned or assets or (y) violateused by CGI, conflict withis subject, except as would not reasonably be expected to result in a breach Material Adverse Effect; (iii) other than the rights of any provision creditors to declare a cross-default by reason of or the loss of any benefit under, constitute a default (under the Loan Agreements contravene, conflict with or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of a violation or a right of termination or cancellation under, accelerate the performance required bybreach of, or result in the creation of a default or require any Lien upon any of the respective properties notice or assets of SVB Financial or any of its Subsidiaries consent under, any of the terms, conditions or provisions provision of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which SVB Financial or any of its Subsidiaries is a partyBP Material Contract, or by which they give any Person the right to: (i) declare a default or exercise any remedy under any BP Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any BP Material Contract; (iii) accelerate the maturity or performance of their respective properties any BP Material Contract; or assets may be bound(iv) cancel, terminate or modify any term of any BP Material Contract, except (in the each case of clauses (x) and (y) above) for such violationsas would not, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect on SVB FinancialEffect; or (iv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assets (except for Permitted Encumbrances).

Authority; No Violation. (a) SVB Financial 5.4.1. FNFG has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Regulatory Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by FNFG and the consummation completion by FNFG of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank FNFG, and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial FNFG, are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by SVB Financial FNFG, and (assuming subject to the receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Boston Private) GLB, constitutes a the valid and binding obligation obligations of SVB FinancialFNFG, enforceable against SVB Financial FNFG in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock terms, subject to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessablesimilar laws affecting creditors’ rights generally, and no current or past shareholder subject, as to enforceability, to general principles of SVB Financial will have any preemptive right or similar rights in respect thereofequity. 5.4.2. Subject to receipt of Regulatory Approvals and GLB’s and FNFG’s compliance with any conditions contained therein, (bA) Neither the execution and delivery of this Agreement by SVB FinancialFNFG, nor (B) the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by SVB Financial FNFG 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 SVB Financial Certificate certificate of incorporation or the SVB Financial Bylaws bylaws of FNFG or any FNFG Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, FNFG or any of its Subsidiaries FNFG 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 SVB Financial FNFG or any of its Subsidiaries under, FNFG 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 SVB Financial or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on SVB FinancialFNFG.

Authority; No Violation. (a) SVB Financial CIB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by CIB and the consummation by CIB of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of SVB Financial. Except CIB and, except for the approval of the Bank Merger Agreement by the board shareholders of directors of SVB Bank and SVB Financial CIB as SVB Bank’s sole shareholderrequired by the BCL, no other corporate proceedings on the part of SVB Financial CIB are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by SVB Financial CIB and, subject to approval by the shareholders of CIB and (assuming due authorizationsubject to the required approvals of Regulatory Authorities described in Section 3.04 hereof, execution and delivery by Boston Private) constitutes a the valid and binding obligation of SVB FinancialCIB, enforceable against SVB Financial CIB in accordance with its terms (except in all cases terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as such enforceability may be limited by the Enforceability Exceptions). The shares to enforceability, to general principles of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofequity. (bi) Neither the The execution and delivery of this Agreement by SVB FinancialCIB, nor (ii) subject to receipt of approvals from the CIB shareholders and the Regulatory Authorities referred to in Section 3.04 hereof and CIB's and NPB's compliance with any conditions contained therein, the consummation by SVB Financial of the transactions contemplated hereby Merger, and (including the Merger and the Bank Merger), nor iii) compliance by SVB Financial CIB or any CIB 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 SVB Financial Certificate respective articles of incorporation or the SVB Financial Bylaws association or bylaws of CIB or any CIB Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, CIB or any of its Subsidiaries CIB Subsidiary or any of their respective properties or assets or assets; or (yC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of 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 SVB Financial CIB or any of its Subsidiaries under, CIB 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 SVB Financial CIB or any of its Subsidiaries CIB 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 excluding from clauses (xB) and (yC) above) for such violationshereof, conflictsany items which, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialEffect.

Authority; No Violation. (a) SVB Financial Seasons has full corporate power and authority to execute and deliver this Agreement and and, subject to the adoption of this Agreement by the Required Seasons Vote (as hereinafter defined), 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 all necessary corporate and stockholder action of Seasons, subject in the Board of Directors of SVB Financial. Except for the approval case of the Bank consummation of the Merger to the adoption of this Agreement by the board of directors of SVB Bank Required Seasons Vote, and SVB Financial as SVB Bank’s sole shareholder, no other corporate or stockholder proceedings on the part of SVB Financial Seasons are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SVB Financial Seasons and (assuming due authorization, execution and delivery by Boston PrivateNBC) constitutes a valid and binding obligation of SVB FinancialSeasons, enforceable against SVB Financial Seasons in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by the Enforceability Exceptions). The shares general principles of SVB Financial Common Stock to be issued equity whether applied in the Merger have been validly authorized anda court of law or a court of equity and by bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessable, similar laws affecting creditors’ rights and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofremedies generally. (b) Neither Except as set forth in Section 4.3(b) of the Seasons Disclosure Schedule, neither the execution and delivery of this Agreement by SVB Financial, Seasons nor the consummation by SVB Financial Seasons of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by SVB Financial Seasons with any of the terms or provisions hereof, will (i) violate any provision of the SVB Financial Certificate certificate of incorporation or bylaws of Seasons or any of the SVB Financial Bylaws similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, Seasons 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 upon any of the respective properties or assets of SVB Financial Seasons 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 SVB Financial Seasons or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations thatother events which, either individually or in the aggregate, will not have and would not reasonably be expected to have a Material Adverse Effect on SVB FinancialSeasons.

Authority; No Violation. (a) SVB Financial has The Investors Parties have full corporate power and authority to execute and deliver this Agreement Agreement, and subject to (i) the receipt of all Regulatory Approvals, (ii) compliance with all conditions contained therein, including any statutory waiting periods, and (iii) the receipt of all required approvals of shareholders, to perform their obligations thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Investors Parties and the consummation completion by the Investors Parties of the Merger transactions contemplated hereby have been duly and validly approved by the requisite vote of each Board of Directors of SVB Financial. Except the Investors Parties and by Investors Bancorp as the sole shareholder of Investors Bank, and, except for approval from the approval shareholders of the Bank Merger Agreement by the board of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholderInvestors Bancorp, no other corporate proceedings on the part of SVB Financial the Investors Parties 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 SVB Financial each of the Investors Parties and (assuming due authorization, execution and delivery by Boston Private) constitutes a the valid and binding obligation obligations of SVB Financialeach of the Investors Parties, enforceable against SVB Financial each of the Investors Parties in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock terms, subject to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessablesimilar laws affecting creditors’ rights generally, and no current as to Investors Bank, the conservatorship or past shareholder receivership provisions of SVB Financial will have any preemptive right or similar rights in respect thereofthe FDIA, and subject, as to enforceability, to general principles of equity. (b) Neither Subject to the receipt of approvals from the Regulatory Authorities and the compliance by the Investors Parties and the Roma Parties with any conditions contained therein (including the expiration of any applicable waiting period), (A) the execution and delivery of this Agreement by SVB Financial, nor the Investors Parties, (B) the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by SVB Financial the Investors Parties with any of the terms or provisions hereof, will not: (i) violate conflict with or result in a material breach of any provision of the SVB Financial Certificate charters or bylaws of any of the Investors Parties or the SVB Financial Bylaws or certificate of incorporation of any Investors Bancorp Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, any of its Subsidiaries the Investors Parties or any of their respective the properties or assets of the Investors Parties; 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 SVB Financial or any of its Subsidiaries under, the Investors Parties 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 SVB Financial or any of its Subsidiaries Investors Party is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses clause (x) and (yiii) above) , for such violationsviolations which, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB Financialthe Investors Parties. (c) The affirmative vote of the holders of a majority of the issued and outstanding shares of Investors Bancorp Common Stock voted at the Investors Bancorp Shareholder Meeting is the only vote of holders of any class of Investors Bancorp’s capital stock necessary to adopt and approve this Agreement and the transactions contemplated hereby. (d) The board of directors of Investors Bancorp, by resolution duly adopted by the requisite vote of the board of directors at a meeting duly called and held, has (x) determined that this Agreement, the Mid-Tier Merger and the other transactions contemplated hereby are fair to and in the best interests of Investors Bancorp and its shareholders and declared the Mid-Tier Merger to be advisable, and (y) recommended that the shareholders of Investors Bancorp approve this Agreement and directed that such matter be submitted for consideration by the Investors Bancorp shareholders at the Investors Bancorp Shareholders Meeting.

Authority; No Violation. (a) SVB Financial Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Merger Sub has the full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of SVB Financial. Except for the approval Purchaser by a vote of at least two-thirds of the Bank members of the Board of Directors of Purchaser in office and the managers and members of Merger Agreement Sub to the extent required by the board of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial are necessary to approve this Agreement or to consummate the transactions contemplated herebyapplicable Law. This Agreement has been duly and validly executed and delivered by SVB Financial Purchaser and Merger Sub and (assuming due authorization, execution and delivery by Boston PrivateCompany) constitutes a the valid and binding obligation of SVB FinancialPurchaser and Merger Sub, enforceable against SVB Financial Purchaser and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by subject to the Enforceability ExceptionsBankruptcy and Equity Exception). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by SVB FinancialPurchaser or Merger Sub, nor the consummation by SVB Financial Purchaser or Merger Sub of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by SVB Financial Purchaser or Merger Sub with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate articles of incorporation or code of regulations of Purchaser or the SVB Financial Bylaws articles of organization or operating agreement of Merger Sub, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulationother Law, judgment, order, writ, injunction or decree or injunction applicable to SVB FinancialPurchaser, 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 SVB Financial Purchaser 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 SVB Financial Purchaser 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 is bound except, with respect to clause (ii), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be boundexpected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialPurchaser.

Authority; No Violation. (a) SVB Financial 4.4.1 Beacon Federal 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 Beacon Federal’s shareholders (the “Beacon Federal Shareholder Approval”), to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Beacon Federal and the consummation completion by Beacon Federal of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial are necessary to approve this Agreement or to consummate the transactions contemplated herebyBeacon Federal. This Agreement has been duly and validly executed and delivered by SVB Financial Beacon Federal, and (subject to Beacon Federal Shareholder Approval and the receipt of the Regulatory Approvals and assuming due authorization, and valid execution and delivery of this Agreement by Boston Private) BHLB, constitutes a the valid and binding obligation of SVB FinancialBeacon Federal, enforceable against SVB Financial Beacon Federal in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock terms, subject to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessablesimilar laws affecting creditors’ rights generally, and no current or past shareholder subject, as to enforceability, to general principles of SVB Financial will have any preemptive right or similar rights in respect thereofequity. (b) 4.4.2 Neither the execution and delivery of this Agreement by SVB FinancialBeacon Federal, nor the consummation by SVB Financial of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by SVB Financial Beacon Federal with any of the terms or and provisions hereof, hereof will (i) violate conflict with or result in a breach of any provision of the SVB Financial Certificate articles of incorporation or the SVB Financial Bylaws articles of association, as applicable, and bylaws of Beacon Federal or Beacon Bank; (ii) assuming that the consents and approvals referred subject to in Section 4.4 are duly obtainedreceipt of all Regulatory Approvals, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, any of its Subsidiaries Beacon Federal or Beacon 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 underamendment 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 SVB Financial Beacon Federal or any of its Subsidiaries under, Beacon 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 SVB Financial Beacon Federal or any of its Subsidiaries Beacon Bank is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB Financialaffected.

Authority; No Violation. (a) SVB Financial NPB 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 NPB and the consummation by NPB of the Merger Contemplated Transactions (including, without limitation, the issuance of the Adjusted NFC Options) have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement NPB by the board of directors of SVB Bank unanimous vote and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial NPB are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by SVB Financial NPB and (assuming due authorization, execution and delivery by Boston Private) constitutes a the valid and binding obligation of SVB FinancialNPB, enforceable against SVB Financial NPB in accordance with its terms (except in all cases terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as such enforceability may be limited by the Enforceability Exceptions). The shares to enforceability, to general principles of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofequity. (b) Neither the The execution and delivery of this Agreement by SVB FinancialNPB, nor (i) subject to receipt of approvals from the Regulatory Authorities referred to in Section 4.04 hereof and NPB's and NFC's compliance with any conditions contained therein, (ii) the consummation by SVB Financial of the transactions contemplated hereby Contemplated Transactions, and (including the Merger and the Bank Merger), nor iii) compliance by SVB Financial NPB 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 SVB Financial Certificate respective articles of incorporation, articles of association or the SVB Financial Bylaws bylaws of NPB or any NPB Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, NPB or any of its Subsidiaries NPB Subsidiary or any of their respective properties or assets or assets; or (yC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of or a right of termination or cancellation under, 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 SVB Financial NPB or any of its Subsidiaries NPB 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 SVB Financial NPB or any of its Subsidiaries NPB 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 excluding from clauses (xB) and (yC) above) for any such violationsitems which, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialEffect.

Authority; No Violation. (a) SVB Financial MGIC 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 SVB FinancialMGIC. Except The Board of Directors of MGIC has directed that this Agreement and the transactions contemplated hereby be submitted to MGIC’s stockholders for approval at a meeting of such stockholders and, except for the approval of the Bank Merger this Agreement by the board affirmative vote of directors the holders of SVB Bank and SVB Financial as SVB Bank’s sole shareholdera majority of the outstanding shares of MGIC Common Stock, no other corporate proceedings on the part of SVB Financial MGIC are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SVB Financial MGIC and (assuming due authorization, execution and delivery by Boston PrivateRadian) constitutes a valid and binding obligation of SVB FinancialMGIC, enforceable against SVB Financial MGIC in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofterms. (b) Neither the execution and delivery of this Agreement by SVB FinancialMGIC, nor the consummation by SVB Financial MGIC of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by SVB Financial MGIC with any of the terms or provisions hereof, will (i) violate any provision of the SVB Financial Certificate MGIC Articles or the SVB Financial Bylaws Bylaws, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB FinancialMGIC, 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 SVB Financial or MGIC, 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 SVB Financial or MGIC, 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 clauses (x) and clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations that, defaults which either individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect on SVB FinancialMGIC.

Authority; No Violation. (a) SVB Financial FNB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates. The execution and delivery of this Agreement and the consummation of the Merger transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank FNB and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings approvals on the part of SVB Financial FNB are necessary to approve this Agreement or to consummate the transactions contemplated herebyAgreement. This Agreement has been duly and validly executed and delivered by SVB Financial and (FNB and, assuming due authorization, execution and delivery by Boston Private) CBI, constitutes a the valid and binding obligation of SVB FinancialFNB, enforceable against SVB Financial FNB in accordance with its terms (terms, except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andbankruptcy, when issuedinsolvency, will be validly issuedmoratorium, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right reorganization or similar laws affecting the rights in respect thereofof creditors generally and the availability of equitable remedies. (b) Neither the execution and delivery of this Agreement by SVB FinancialFNB, nor the consummation by SVB Financial FNB of the transactions contemplated hereby (including the Merger and the Bank Merger)this Agreement contemplates, nor compliance by SVB Financial FNB with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate FNB Charter or the SVB Financial FNB Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made and are in full force and effect, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to SVB FinancialFNB, 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 underof, constitute a default (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 SVB Financial FNB 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 SVB Financial FNB or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialFNB.

Authority; No Violation. (a) SVB Financial PVFC has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates, subject to the receipt of the requisite PVFC shareholder approval (as described below) and Requisite Regulatory Approvals (as defined in Section 7.1(c)). The execution and delivery of this Agreement and the consummation of the Merger transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of SVB FinancialPVFC. Except for the approval and adoption of this Agreement and the transactions this Agreement contemplates by a majority vote of the Bank Merger Agreement Board of Directors of PVFC and by the board affirmative vote of directors at least two-thirds of SVB Bank and SVB Financial as SVB Bank’s sole shareholderthe voting power of PVFC, no other corporate proceedings approvals on the part of SVB Financial PVFC are necessary to approve this Agreement or to consummate the transactions contemplated herebyAgreement. This Agreement has been duly and validly executed and delivered by SVB Financial and (PVFC and, assuming due authorization, execution and delivery by Boston Private) FNB, constitutes a the valid and binding obligation of SVB FinancialPVFC, enforceable against SVB Financial PVFC in accordance with its terms (terms, except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andbankruptcy, when issuedinsolvency, will be validly issuedmoratorium, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right reorganization or similar laws affecting the rights in respect thereofof creditors generally and the availability of equitable remedies. (b) Neither the execution and delivery of this Agreement by SVB Financial, PVFC nor the consummation by SVB Financial PVFC of the transactions contemplated hereby (including the Merger and the Bank Merger)this Agreement contemplates, nor compliance by SVB Financial PVFC with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate PVFC Articles or the SVB Financial Bylaws PVFC Code or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.4 are duly obtainedobtained and/or made and are in full force and effect, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to SVB FinancialPVFC, any of its the PVFC 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 underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) default under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of SVB Financial PVFC or any of its the PVFC 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 SVB Financial PVFC or any of its the PVFC Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialPVFC.

Authority; No Violation. (a) SVB Financial Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly duly, validly and validly unanimously approved and adopted by the Board of Directors of SVB Financial. Except for the approval of the Bank Parent and Merger Agreement Sub and approved and adopted by the board sole shareholder of directors of SVB Bank Merger Sub and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial Parent or Merger Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SVB Financial each of Parent and Merger Sub and (assuming due authorization, execution and delivery by Boston PrivateCompany) constitutes a the valid and binding obligation of SVB Financialeach of Parent and Merger Sub, enforceable against SVB Financial each of Parent and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by subject to the Enforceability ExceptionsBankruptcy and Equity Exception). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by SVB FinancialParent or Merger Sub, nor the consummation by SVB Financial Parent or Merger Sub of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by SVB Financial Parent or Merger Sub with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate of Incorporation of Parent (the “Parent Certificate”) or the SVB Financial Bylaws of Parent (“Parent Bylaws”) or the certificate of incorporation or bylaws of Merger Sub, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulationLaw, judgment, order, writ, injunction or decree or injunction applicable to SVB FinancialParent, 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 SVB Financial Parent or any of its Subsidiaries under, or trigger or change any rights or obligations (including any increase in payments owed) or require the consent of any person under, or give rise to a right of cancellation, vesting, payment, exercise, suspension or revocation of any obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, permit, agreement or other instrument or obligation to which SVB Financial 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 bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations is bound or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB Financialaffected.

Authority; No Violation. (a) SVB Financial Each of Parent and Holdco 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 SVB Financialeach of Parent and Holdco. Except for The Board of Directors of each of Parent and Holdco has determined that the approval Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Bank Merger Agreement by the board of directors of SVB Bank such company and SVB Financial as SVB Bank’s sole shareholder, no its shareholders. No other corporate proceedings on the part of SVB Financial either Parent or Holdco are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SVB Financial each of Parent and Holdco and (assuming due authorization, execution and delivery by Boston PrivateCompany) constitutes a valid and binding obligation of SVB Financialeach of Parent and Holdco, enforceable against SVB Financial Parent in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Parent Common Stock Shares to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial Parent will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by SVB Financialeach of Parent and Holdco, nor the consummation by SVB Financial each of Parent and Holdco of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by SVB Financial each of Parent and Holdco with any of the terms or provisions hereof, will (i) violate any provision of the SVB Financial Certificate organizational documents of Parent or the SVB Financial Bylaws Holdco, as applicable, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB FinancialParent, Holdco or any of its their 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 SVB Financial Parent, Holdco or any of its their 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 SVB Financial Parent, Holdco or any of its their Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, which either individually or in the aggregate, aggregate would not reasonably be expected likely to have a Material Adverse Effect on SVB FinancialParent.

Authority; No Violation. (a) SVB Financial 4.4.1. GLB 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 GLB’s shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by GLB and the consummation completion by GLB of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank GLB, and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial are GLB, except for the approval of the GLB shareholders, is necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by SVB Financial GLB, and (assuming subject to approval by the shareholders of GLB and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Boston Private) FNFG, constitutes a the valid and binding obligation of SVB FinancialGLB, enforceable against SVB Financial GLB in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock terms, subject to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessablesimilar laws affecting creditors’ rights generally, and no current or past shareholder subject, as to enforceability, to general principles of SVB Financial will have any preemptive right or similar rights in respect thereofequity. 4.4.2. Subject to receipt of Regulatory Approvals and GLB’s and FNFG’s compliance with any conditions contained therein, and to the receipt of the approval of the shareholders of GLB, (bA) Neither the execution and delivery of this Agreement by SVB FinancialGLB, nor (B) the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by SVB Financial GLB 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 SVB Financial Certificate certificate of incorporation or bylaws of GLB or any GLB Subsidiary or the SVB Financial Bylaws or charter and bylaws of GBSB; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, GLB or any of its Subsidiaries GLB Subsidiary or any of their respective properties or assets assets; or (yiii) except as set forth on GLB DISCLOSURE SCHEDULE 4.4.2, 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 SVB Financial GLB or any of its Subsidiaries under, GBSB 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 SVB Financial GLB or any of its Subsidiaries GBSB is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on SVB FinancialGLB and the GLB Subsidiaries taken as a whole.

Authority; No Violation. (a) SVB Financial 4.4.1 BSFI has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals described in Section 8.3 and the approval of this Agreement by BSFI’s stockholders, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by BSFI and the consummation completion by BSFI of the Merger transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial are necessary to approve this Agreement or to consummate the transactions contemplated herebyBSFI. This Agreement has been duly and validly executed and delivered by SVB Financial BSFI, and (assuming subject to approval by the stockholders of BSFI and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Boston Private) AFC, constitutes a the valid and binding obligation of SVB FinancialBSFI, enforceable against SVB Financial BSFI in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock terms, subject to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessablesimilar laws affecting creditors’ rights generally, and no current or past shareholder subject, as to enforceability, to general principles of SVB Financial will have any preemptive right or similar rights in respect thereofequity. (ba) Neither Subject to compliance by AFC with the terms and conditions of this Agreement, the execution and delivery of this Agreement by SVB FinancialBSFI, nor subject to receipt of Regulatory Approvals, and BSFI’s and AFC’s compliance with any conditions contained therein, and subject to the receipt of the approval of the stockholders of BSFI, the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor b) compliance by SVB Financial BSFI with any of the terms or and provisions hereof, hereof will not (i) violate conflict with or result in a breach of any provision of the SVB Financial Certificate certificate of incorporation or the SVB Financial Bylaws articles of association, as applicable, and bylaws of BSFI or any BSFI Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, BSFI or any of its Subsidiaries BSFI 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 underamendment 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 SVB Financial BSFI or any of its Subsidiaries under, BSFI 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 SVB Financial BSFI or any of its Subsidiaries BSFI Subsidiary is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB Financialaffected.

Authority; No Violation. (a) SVB Financial FNB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates. The execution and delivery of this Agreement and the consummation of the Merger transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank FNB and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings approvals on the part of SVB Financial FNB are necessary to approve this Agreement or to consummate the transactions contemplated herebyAgreement. This Agreement has been duly and validly executed and delivered by SVB Financial and (FNB and, assuming due authorization, execution and delivery by Boston Private) PVFC, constitutes a the valid and binding obligation of SVB FinancialFNB, enforceable against SVB Financial FNB in accordance with its terms (terms, except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andbankruptcy, when issuedinsolvency, will be validly issuedmoratorium, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right reorganization or similar laws affecting the rights in respect thereofof creditors generally and the availability of equitable remedies. (b) Neither the execution and delivery of this Agreement by SVB FinancialFNB, nor the consummation by SVB Financial FNB of the transactions contemplated hereby (including the Merger and the Bank Merger)this Agreement contemplates, nor compliance by SVB Financial FNB with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate FNB Charter or the SVB Financial FNB Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made and are in full force and effect, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to SVB FinancialFNB, 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 underof, constitute a default (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 SVB Financial FNB 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 SVB Financial FNB or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialFNB.

Authority; No Violation. (a) SVB Financial FNB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates. The execution and delivery of this Agreement and the consummation of the Merger transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank FNB and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings approvals on the part of SVB Financial FNB are necessary to approve this Agreement or to consummate the transactions contemplated herebyAgreement. This Agreement has been duly and validly executed and delivered by SVB Financial and (FNB and, assuming the due authorization, execution and delivery of this Agreement by Boston Private) BCSB, constitutes a the valid and binding obligation of SVB FinancialFNB, enforceable against SVB Financial FNB in accordance with its terms (terms, except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andbankruptcy, when issuedinsolvency, will be validly issuedmoratorium, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right reorganization or similar laws affecting the rights in respect thereofof creditors generally and the availability of equitable remedies. (b) Neither the execution and delivery of this Agreement by SVB FinancialFNB, nor the consummation by SVB Financial FNB of the transactions contemplated hereby (including the Merger and the Bank Merger)this Agreement contemplates, nor compliance by SVB Financial FNB with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate FNB Charter or the SVB Financial FNB Bylaws or or, (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made and are in full force and effect, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to SVB FinancialFNB, 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 or the loss of any benefit underof, constitute a default (default, or an event which, with notice or lapse of time, or both, would constitute a default) default under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of SVB Financial FNB or any of its Subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which SVB Financial FNB or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialFNB.

Authority; No Violation. (a) SVB Financial 4.4.1. ABNJ 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 ABNJ’s shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ABNJ and the consummation completion by ABNJ of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank ABNJ, and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial are ABNJ, except for the approval of the ABNJ shareholders, is necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered A-14 by SVB Financial ABNJ, and (assuming subject to approval by the shareholders of ABNJ and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Boston Private) Investors, constitutes a the valid and binding obligation of SVB FinancialABNJ, enforceable against SVB Financial ABNJ in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock terms, subject to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessablesimilar laws affecting creditors’ rights generally, and no current or past shareholder subject, as to enforceability, to general principles of SVB Financial will have any preemptive right or similar rights in respect thereofequity. 4.4.2. Subject to receipt of Regulatory Approvals and ABNJ’s and Investors’ compliance with any conditions contained therein, and to the receipt of the approval of the shareholders of ABNJ, (bA) Neither the execution and delivery of this Agreement by SVB FinancialABNJ, nor (B) the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by SVB Financial ABNJ 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 SVB Financial Certificate certificate of incorporation or bylaws of ABNJ or any ABNJ Subsidiary or the SVB Financial Bylaws or charter and bylaws of American Bank; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, ABNJ or any of its Subsidiaries ABNJ 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 SVB Financial ABNJ or any of its Subsidiaries under, American 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 SVB Financial ABNJ or any of its Subsidiaries American 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 clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on SVB FinancialABNJ and the ABNJ Subsidiaries taken as a whole.

Authority; No Violation. (a) SVB Financial 5.4.1. Investors has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Regulatory Approvals, to consummate the transactions contemplated hereby. The execution A-27 and delivery of this Agreement by Investors and the consummation completion by Investors of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank Investors, and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial Investors are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by SVB Financial Investors, and (assuming subject to the receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Boston Private) ABNJ, constitutes a the valid and binding obligation obligations of SVB FinancialInvestors, enforceable against SVB Financial Investors in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock terms, subject to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessablesimilar laws affecting creditors’ rights generally, and no current or past shareholder subject, as to enforceability, to general principles of SVB Financial will have any preemptive right or similar rights in respect thereofequity. 5.4.2. Subject to receipt of Regulatory Approvals and ABNJ’s and Investors’ compliance with any conditions contained therein, (bA) Neither the execution and delivery of this Agreement by SVB FinancialInvestors, nor (B) the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by SVB Financial Investors 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 SVB Financial Certificate certificate of incorporation or the SVB Financial Bylaws bylaws of Investors or any Investors Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, Investors or any of its Subsidiaries Investors 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 SVB Financial Investors or any of its Subsidiaries under, Investors 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 SVB Financial or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on SVB FinancialInvestors.

Authority; No Violation. (a) SVB Financial Each of DFSC and DAI has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates. The execution and delivery of this Agreement and the consummation of the Merger transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of SVB FinancialDFSC. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholder, no No other corporate proceedings on the part of SVB Financial DFSC or DAI are necessary to approve this Agreement or to consummate the transactions contemplated herebythis Agreement contemplates. This Agreement has been duly and validly executed and delivered by SVB Financial DFSC and (DAI and, assuming due authorization, execution and delivery by Boston Private) UNNF, DGI, DAI and DMIC, constitutes a the valid and binding obligation of SVB FinancialDFSC and DAI, as the case may be, enforceable against SVB Financial each of DFSC and DAI in accordance with its terms (terms, except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andbankruptcy, when issuedinsolvency, will be validly issuedmoratorium, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right reorganization or similar laws affecting the rights in respect thereofof creditors generally and the availability of equitable remedies. (b) Neither the execution and delivery of this Agreement by SVB Financialeither DFSC or DAI, nor the consummation by SVB Financial DFSC or DAI of the transactions contemplated hereby (including the Merger and the Bank Merger)this Agreement contemplates, nor compliance by SVB Financial DFSC or DAI with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate DFSC or DAI Certificates of Incorporation or the SVB Financial Bylaws DFSC or (ii) DAI Bylaws, or assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to SVB FinancialDFSC or DAI, any of its Subsidiaries DFSC Subsidiary 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) 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 SVB Financial DFSC or DAI or any of its Subsidiaries DFSC 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 SVB Financial DFSC or DAI or any of its Subsidiaries DFSC Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialDFSC or DAI.

Authority; No Violation. (a) SVB Financial has Subject to the approval of this Agreement and the transactions contemplated hereby by the stockholders of Ramapo, and subject to the parties obtaining all necessary regulatory approvals, Ramapo 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 SVB Financialeach of Ramapo and the Bank. Except for the approval The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the board Board of directors Directors of SVB Bank and SVB Financial as SVB the Bank’s sole shareholder. Except for the approvals described in paragraph (b) below, no other corporate proceedings on the part of SVB Financial Ramapo 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 SVB Financial Ramapo and (assuming due authorizationthe Bank, execution and delivery by Boston Private) constitutes a valid and binding obligation obligations of SVB FinancialRamapo and the Bank, enforceable against SVB Financial Ramapo and the Bank in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofterms. (b) Neither the execution and delivery of this Agreement by SVB FinancialRamapo and the Bank, nor the consummation by SVB Financial Ramapo and the Bank of the transactions contemplated hereby (including in accordance with the Merger terms hereof, or compliance by Ramapo and the Bank Merger), nor compliance by SVB Financial with any of the terms or provisions hereof, will (i) violate any provision of the SVB Financial Certificate Ramapo's or the SVB Financial Bylaws Bank's Certificates of Incorporation or Bylaws, (ii) assuming that the consents and approvals referred to in Section 4.4 set forth below are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, any of its Subsidiaries Ramapo or the Bank or any of their respective properties or assets assets, or (yiii) except as set forth in the Ramapo 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 SVB Financial Ramapo 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 SVB Financial Ramapo 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 with respect to (ii) and (iii) above, such as individually and in the case aggregate will not have a material adverse effect on the business, operations, assets or financial condition of clauses Ramapo 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 Department, 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 and the stockholders of Ramapo, 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 Ramapo or the Bank in connection with (x) the execution and delivery by Ramapo and the Bank of this Agreement and (y) abovethe consummation by Ramapo and the Bank of the transactions contemplated hereby and (z) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB Financialexecution 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) SVB Financial has Subject to the approval of this Agreement and the transactions contemplated hereby by the stockholders of Valley, Valley and VNB 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. Valley has a sufficient number of authorized but unissued shares of Valley Common Stock to pay the consideration for the Merger set forth in Article II of this Agreement. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of SVB Financialeach of Valley and VNB. Except for the approval The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the board Board of directors Directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholderVNB. Except for the approvals described in paragraph (b) below, no other corporate proceedings on the part of SVB Financial Valley and VNB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SVB Financial Valley and (assuming due authorization, execution VNB and delivery by Boston Private) constitutes a valid and binding obligation of SVB FinancialValley and VNB, enforceable against SVB Financial Valley and VNB in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofterms. (b) Neither the execution and or delivery of this Agreement by SVB Financial, nor the consummation by SVB Financial Valley and VNB of the transactions contemplated hereby (including the Merger and the Bank Merger), nor compliance by SVB Financial in accordance with any of the terms or provisions hereof, will (i) violate any provision of the SVB Financial Certificate of Incorporation or Bylaws of Valley or the SVB Financial Articles of Association or Bylaws or of VNB, (ii) assuming that the consents and approvals referred to in Section 4.4 set forth below are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, any of its Subsidiaries Valley or VNB or any of their respective properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of SVB Financial Valley or any of its Subsidiaries VNB under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which SVB Financial Valley or any of its Subsidiaries VNB is a party, or by which they Valley or VNB or any of their respective properties or assets may be boundbound or affected, except except, with respect to (in the case of clauses (xii) and (yiii) above) for , such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or as in the aggregate, would aggregate will not reasonably be expected to have a Material Adverse Effect material adverse effect on SVB Financialthe business, operations, assets or financial condition of Valley and Valley's Subsidiaries on a consolidated basis, or the ability of Valley and VNB to consummate the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC, the Department, the FRB, the New Jersey Secretary of State, the SEC, or applicable state securities bureaus or commissions and the stockholders of Valley, 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 Valley or VNB in connection with (a) the execution and delivery by Valley or VNB of this Agreement, (b) the consummation by Valley of the Merger and the other transactions contemplated hereby and (c) the execution and delivery by VNB of the Bank Merger Agreement and the consummation by VNB of the Bank Merger and other transactions contemplated thereby.

Authority; No Violation. (a) SVB Financial has Valley and VNB 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. Valley has a sufficient number of authorized but unissued shares of Valley Common Stock to pay the consideration for the Merger set forth in Article II of this Agreement. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of SVB Financialeach of Valley and VNB. Except for the approval The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the board Board of directors Directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholder, no VNB. No other corporate proceedings on the part of SVB Financial Valley and VNB are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby (except for the approval by Valley of the Bank Merger Agreement). This Agreement has been duly and validly executed and delivered by SVB Financial Valley and (assuming due authorization, execution VNB and delivery by Boston Private) constitutes a valid and binding obligation of SVB FinancialValley and VNB, enforceable against SVB Financial Valley and VNB in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofterms. (b) Neither the execution and or delivery of this Agreement by SVB Financial, nor the consummation by SVB Financial Valley and VNB of the transactions contemplated hereby (including the Merger and the Bank Merger), nor compliance by SVB Financial in accordance with any of the terms or provisions hereof, will (i) violate any provision of the SVB Financial Certificate of Incorporation or Bylaws of Valley or the SVB Financial Articles of Association or Bylaws or of VNB, (ii) assuming that the consents and approvals referred to in Section 4.4 set forth below are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, any of its Subsidiaries Valley or VNB or any of their respective properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of SVB Financial Valley or any of its Subsidiaries VNB under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which SVB Financial Valley or any of its Subsidiaries VNB is a party, or by which they Valley or VNB or any of their respective properties or assets may be boundbound or affected, except except, with respect to (in the case of clauses (xii) and (yiii) above) for , such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or as in the aggregate, would aggregate will not reasonably be expected to have a Material Adverse Effect material adverse effect on SVB Financialthe business, operations, assets or financial condition of Valley and Valley's Subsidiaries on a consolidated basis, or the ability of Valley and VNB to consummate the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC, the Department, the FRB, the New Jersey Secretary of State, the SEC, or applicable state securities bureaus or commissions, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of Valley or VNB in connection with (a) the execution and delivery by Valley or VNB of this Agreement, (b) the consummation by Valley of the Merger and the other transactions contemplated hereby and (c) the execution and delivery by VNB of the Bank Merger Agreement and the consummation by VNB of the Bank Merger and other transactions contemplated thereby. To Valley's knowledge, no fact or condition exists which Valley has reason to believe will prevent it or VNB from obtaining the aforementioned consents and approvals.

Authority; No Violation. (a) SVB Financial DGI has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates. The execution and delivery of this Agreement and the consummation of the Merger transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of SVB FinancialDGI. Except for The Board of Directors of DGI has determined that this Agreement and the approval transactions this Agreement contemplates are in the best interests of the Bank Merger Agreement by the board of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholder, no DGI. No other corporate proceedings on the part of SVB Financial DGI are necessary to approve this Agreement or to consummate the transactions contemplated herebythis Agreement contemplates. This Agreement has been duly and validly executed and delivered by SVB Financial and (DGI and, assuming due authorization, execution and delivery by Boston Private) UNNF, DFSC and DMIC, constitutes a the valid and binding obligation of SVB FinancialDGI, enforceable against SVB Financial DGI in accordance with its terms (terms, except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andbankruptcy, when issuedinsolvency, will be validly issuedmoratorium, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right reorganization or similar laws affecting the rights in respect thereofof creditors generally and the availability of equitable remedies. (b) Neither the execution and delivery of this Agreement by SVB Financial, DGI nor the consummation by SVB Financial DGI of the transactions contemplated hereby (including the Merger and the Bank Merger)this Agreement contemplates, nor compliance by SVB Financial DGI with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate DGI Articles or the SVB Financial DGI Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 6.4 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction as defined in Section 9.1(d) applicable to SVB FinancialDGI, any of its Subsidiaries DGI Subsidiary 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) 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 SVB Financial DGI or any of its Subsidiaries DGI 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 SVB Financial DGI or any of its Subsidiaries DGI Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialDGI and the DGI Subsidiaries taken as a whole.

Authority; No Violation. (a) SVB Financial has Valley and VNB 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. Valley has a sufficient number of authorized but unissued shares of Valley Common Stock to pay the consideration for the Merger set forth in Article II of this Agreement. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of SVB Financialeach of Valley and VNB. Except for the approval The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the board Board of directors Directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholderVNB. Except for the approvals described in paragraph (b) below, no other corporate proceedings on the part of SVB Financial Valley and VNB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SVB Financial Valley and (assuming due authorization, execution VNB and delivery by Boston Private) constitutes a valid and binding obligation of SVB FinancialValley and VNB, enforceable against SVB Financial Valley and VNB in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofterms. (b) Neither the execution and or delivery of this Agreement by SVB Financial, nor the consummation by SVB Financial Valley and VNB of the transactions contemplated hereby (including the Merger and the Bank Merger), nor compliance by SVB Financial in accordance with any of the terms or provisions hereof, will (i) violate any provision of the SVB Financial Certificate Charter Documents of Valley or the SVB Financial Bylaws or of VNB, (ii) assuming that the consents and approvals referred to in Section 4.4 set forth below are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, any of its Subsidiaries Valley or VNB or any of their respective properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of SVB Financial Valley or any of its Subsidiaries VNB under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which SVB Financial Valley or any of its Subsidiaries VNB is a party, or by which they Valley or VNB or any of their respective properties or assets may be boundbound or affected, except except, with respect to (in the case of clauses (xii) and (yiii) above) for , such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or as in the aggregate, would aggregate will not reasonably be expected to have a Material Adverse Effect on SVB FinancialValley, or the ability of Valley and VNB to consummate the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC, the Department, the FRB, the SEC, or applicable state securities bureaus or commissions and the shareholders of Valley, 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 Valley or VNB in connection with (a) the execution and delivery by Valley or VNB of this Agreement, (b) the consummation by Valley of the Merger and the other transactions contemplated hereby and (c) the execution and delivery by VNB of the Bank Merger Agreement and the consummation by VNB of the Bank Merger and other transactions contemplated thereby.

Authority; No Violation. (a) SVB Financial Huntington has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of SVB FinancialHuntington. Except for The Board of Directors of Huntington has determined that this Agreement and the approval transactions contemplated hereby are in the best interests of the Bank Merger Agreement by the board of directors of SVB Bank Huntington and SVB Financial as SVB Bank’s sole shareholder, its stockholders and no other corporate proceedings on the part of SVB Financial Huntington are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SVB Financial Huntington and (assuming due authorization, execution and delivery by Boston PrivateUnizan) constitutes a the valid and binding obligation of SVB FinancialHuntington, enforceable against SVB Financial Huntington in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andbankruptcy, when issuedinsolvency, will be validly issuedmoratorium, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right reorganization or similar laws affecting the rights in respect thereofof creditors generally and the availability of equitable remedies). (b) Neither the execution and delivery of this Agreement by SVB FinancialHuntington, nor the consummation by SVB Financial Huntington of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by SVB Financial Huntington with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SVB Financial Certificate Huntington Charter or the SVB Financial Bylaws Huntington Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to SVB FinancialHuntington, 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 SVB Financial Huntington or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which SVB Financial Huntington or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialHuntington.

Authority; No Violation. (a) SVB Financial Each of the Parent and the Purchaser has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The adoption, execution and delivery of this Agreement to which the Parent or the Purchaser is a party and the approval of the consummation of the Merger transactions contemplated hereby have been recommended by, and have been duly and validly adopted and approved by the Board vote of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank each of the Parent and SVB Financial as SVB Bank’s sole shareholder, no the Purchaser. No other corporate proceedings on the part of SVB Financial the Parent are necessary to approve authorize this Agreement or to consummate each of the transactions contemplated herebyOffer and the Merger. This Agreement has been duly and validly executed and delivered by SVB Financial the Parent and the Purchaser, and (assuming due authorization, execution and delivery by Boston Private) the Seller), constitutes a the valid and binding obligation obligations of SVB Financialthe Parent and the Purchaser, enforceable against SVB Financial the Parent and the Purchaser in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofterms. (b) Neither Assuming that all consents, authorizations, permits, waivers and approvals referred to in Section 5.4 of the Seller Letter have been obtained and all registrations, declarations, filings and notifications described in Section 5.4 of the Seller Letter have been made and any waiting periods thereunder have terminated or expired, neither the execution and delivery of this Agreement by SVB Financialthe Parent, nor the consummation by SVB Financial the Parent of the transactions contemplated hereby (including nor the Merger and the Bank Merger), nor compliance by SVB Financial the Parent with any the provisions of the terms or provisions hereofthis Agreement will, will (i) conflict with or violate any provision of the SVB Financial Certificate certificate of incorporation or other organizational document of like nature or bylaws of the Parent or the SVB Financial Bylaws Purchaser or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) conflict with or violate any statute, law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, 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 the Parent 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 SVB Financial 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 SVB Financial or any of its Subsidiaries is a party, Purchaser or by which they any property or any asset of their respective properties the Parent or assets may be boundthe Purchaser is bound or affected, except except, with respect to (in the case of clauses (x) and (yii) above) , for any such conflicts, violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults which would not, either individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect on SVB FinancialEffect.

Authority; No Violation. (a) SVB Financial BCB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by BCB and the consummation completion by BCB of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of SVB Financial. Except BCB and, except for the approval of the Bank Merger Agreement shareholders of BCB as required by the board BCL, BCB's articles of directors of SVB Bank incorporation and SVB Financial as SVB Bank’s sole shareholderbylaws and Nasdaq requirements applicable to it, no other corporate proceedings on the part of SVB Financial BCB 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 SVB Financial BCB and, subject to approval by the shareholders of BCB and (assuming due authorizationreceipt of the required approvals of Regulatory Authorities described in Section 3.04 hereof, execution and delivery by Boston Private) constitutes a the valid and binding obligation of SVB FinancialBCB, enforceable against SVB Financial BCB in accordance with its terms (except in all cases terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as such enforceability may be limited by the Enforceability Exceptions). The shares to enforceability, to general principles of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofequity. (bA) Neither the The execution and delivery of this Agreement by SVB FinancialBCB, nor (B) subject to receipt of approvals from the consummation by SVB Financial Regulatory Authorities referred to in Section 3.04 hereof and Heritage's and BCB's compliance with any conditions contained therein, the completion of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by SVB Financial BCB with any of the terms or provisions hereof, will not (i) violate conflict with or result in a breach of any provision of the SVB Financial Certificate articles of incorporation or the SVB Financial Bylaws other organizational document or bylaws of BCB or any BCB Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, BCB or any of its Subsidiaries BCB 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 SVB Financial BCB or any of its Subsidiaries BCB 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 SVB Financial BCB or any of its Subsidiaries BCB Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on SVB FinancialBCB.

Authority; No Violation. (a) SVB Financial 5.4.1. FNFG has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Regulatory Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by FNFG and the consummation completion by FNFG of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank FNFG, and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial FNFG, are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by SVB Financial FNFG, and (assuming subject to the receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Boston Private) HNC, constitutes a the valid and binding obligation obligations of SVB FinancialFNFG, enforceable against SVB Financial FNFG in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock terms, subject to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessablesimilar laws affecting creditors’ rights generally, and no current or past shareholder subject, as to enforceability, to general principles of SVB Financial will have any preemptive right or similar rights in respect thereofequity. 5.4.2. Subject to receipt of Regulatory Approvals and HNC’s and FNFG’s compliance with any conditions contained therein, (bA) Neither the execution and delivery of this Agreement by SVB FinancialFNFG, nor (B) the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by SVB Financial FNFG 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 SVB Financial Certificate certificate of incorporation or the SVB Financial Bylaws bylaws of FNFG or any FNFG Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, FNFG or any of its Subsidiaries FNFG 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 SVB Financial FNFG or any of its Subsidiaries under, FNFG 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 SVB Financial or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on SVB FinancialFNFG.

Authority; No Violation. (a) SVB Financial FNB has full 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 and validly approved by the Board of Directors of SVB FinancialFNB. Except The Board of Directors of FNB has directed that this Agreement and the transactions contemplated hereby be submitted to FNB’s shareholders for adoption at a meeting of such shareholders and, except for the approval adoption of the Bank Merger this Agreement by the board affirmative vote of directors the holders of SVB Bank and SVB Financial as SVB Bank’s sole shareholdera majority of the outstanding shares of FNB Common Stock, no other corporate proceedings on the part of SVB Financial FNB 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 SVB Financial FNB and (assuming due authorization, execution and delivery by Boston PrivateLSB) constitutes a constitute valid and binding obligation obligations of SVB FinancialFNB, enforceable against SVB Financial FNB in accordance with its their terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andbankruptcy, when issuedinsolvency, will be validly issuedmoratorium, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right reorganization or similar laws affecting the rights in respect thereofof creditors generally and the availability of equitable remedies). (b) Neither the execution and delivery of this Agreement by SVB FinancialFNB, nor the consummation by SVB Financial FNB of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by SVB Financial FNB with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the SVB Financial Certificate FNB Articles or the SVB Financial Bylaws By-Laws, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB FinancialFNB, 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 SVB Financial or FNB, 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 SVB Financial or FNB, 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 clauses (x) and clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations that, defaults which either individually or in the aggregate, would aggregate will not reasonably be expected to have a Material Adverse Effect on SVB FinancialFNB.

Authority; No Violation. (a) SVB Financial 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 SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank Parent, and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial Parent 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 SVB Financial Parent and (assuming due authorization, execution and delivery by Boston Privatethe Company) this Agreement constitutes a valid and binding obligation of SVB FinancialParent, enforceable against SVB Financial Parent in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by the Enforceability Exceptions). The shares general principles of SVB Financial Common Stock to be issued equity whether applied in the Merger have been validly authorized anda court of law or a court of equity and by bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessable, similar laws affecting creditors' rights and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofremedies 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 SVB FinancialParent, nor the consummation by SVB Financial Parent of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by SVB Financial Parent with any of the terms or provisions hereof, will (i) violate any provision of the SVB Financial Certificate Articles of Incorporation or Bylaws of Parent, or the SVB Financial Bylaws articles of incorporation or bylaws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 5.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, 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 SVB Financial 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 SVB Financial 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 clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB Financialaffected.

Authority; No Violation. (a) SVB Financial 4.4.1. HRB 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 HRB's shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by HRB and the consummation completion by HRB of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank HRB, and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial are HRB, except for the approval of the HRB shareholders, is necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by SVB Financial HRB, and (assuming subject to approval by the shareholders of HRB and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Boston Private) FNFG, constitutes a the valid and binding obligation of SVB FinancialHRB, enforceable against SVB Financial HRB in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock terms, subject to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessablesimilar laws affecting creditors' rights generally, and no current or past shareholder subject, as to enforceability, to general principles of SVB Financial will have any preemptive right or similar rights in respect thereofequity. 4.4.2. Subject to receipt of Regulatory Approvals and HRB's and FNFG's compliance with any conditions contained therein, and to the receipt of the approval of the shareholders of HRB, (bA) Neither the execution and delivery of this Agreement by SVB FinancialHRB, nor (B) the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by SVB Financial HRB 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 SVB Financial Certificate certificate of incorporation or bylaws of HRB or any HRB Subsidiary or the SVB Financial Bylaws or charter and bylaws of HRBT; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, HRB or any of its Subsidiaries HRB 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 SVB Financial HRB or any of its Subsidiaries under, HRBT 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 SVB Financial HRB or any of its Subsidiaries HRBT is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on SVB FinancialHRB and the HRB Subsidiaries taken as a whole.

Authority; No Violation. (a) SVB Financial has Subject to the approval of this Agreement and the transactions contemplated hereby by the stockholders of Wayne, and subject to the parties obtaining all necessary regulatory approvals, Wayne 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 SVB Financialeach of Wayne and the Bank. Except for the approval The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the board Board of directors Directors of SVB Bank and SVB Financial as SVB the Bank’s sole shareholder. Except for the approvals described in paragraph (b) below, no other corporate proceedings on the part of SVB Financial Wayne 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 SVB Financial Wayne and (assuming due authorizationthe Bank, execution and delivery by Boston Private) constitutes a valid and binding obligation obligations of SVB FinancialWayne and the Bank, enforceable against SVB Financial Wayne and the Bank in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofterms. (b) Neither the execution and delivery of this Agreement by SVB FinancialWayne and the Bank, nor the consummation by SVB Financial Wayne and the Bank of the transactions contemplated hereby (including in accordance with the Merger terms hereof, or compliance by Wayne and the Bank Merger), nor compliance by SVB Financial with any of the terms or provisions hereof, will (i) violate any provision of the SVB Financial Certificate Wayne's or the SVB Financial Bylaws Bank's Certificates of Incorporation or Charter, as the case may be, or Bylaws, (ii) assuming that the consents and approvals referred to in Section 4.4 set forth below are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, any of its Subsidiaries Wayne or the Bank or any of their respective properties or assets assets, or (yiii) except as set forth in the Wayne 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 SVB Financial Wayne 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 SVB Financial Wayne 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 with respect to (ii) and (iii) above, such as individually and in the case aggregate will not have a material adverse effect on the business, operations, assets or financial condition of clauses Wayne 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 OTS, 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 Wayne, 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 Wayne or the Bank in connection with (x) the execution and delivery by Wayne and the Bank of this Agreement and (y) abovethe consummation by Wayne and the Bank of the transactions contemplated hereby and (z) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB Financialexecution 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) SVB Financial Bancorp 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 SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank Bancorp and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial Bancorp 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 SVB Financial Bancorp and (assuming due authorization, execution and delivery by Boston PrivateCBI) constitutes a valid and binding obligation of SVB FinancialBancorp, enforceable against SVB Financial Bancorp in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by the Enforceability Exceptions). The shares general principles of SVB Financial Common Stock to be issued equity whether applied in the Merger have been validly authorized anda court of law or a court of equity and by bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessable, similar laws affecting creditors' rights and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofremedies generally. (b) Neither the execution and delivery of this Agreement by SVB FinancialBancorp, nor the consummation by SVB Financial Bancorp of the transactions contemplated hereby (including the Merger and the Bank Merger)hereby, nor compliance by SVB Financial Bancorp with any of the terms or provisions hereof, will (i) violate any provision provisions of the SVB Financial Certificate Articles of Incorporation or the SVB Financial Bylaws of Bancorp or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, Bancorp 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 SVB Financial Bancorp 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 SVB Financial Bancorp or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations that, defaults which either individually or in the aggregate, would aggregate will not have or be reasonably be expected likely to have a Material Adverse Effect on SVB FinancialBancorp.

Authority; No Violation. (a) SVB Financial 5.4.1. NYB has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Regulatory Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by NYB and the consummation completion by NYB of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank NYB, and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial NYB are necessary to approve this Agreement or to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by SVB Financial NYB, and (assuming subject to approval by the stockholders of Synergy and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Boston Private) Synergy, constitutes a the valid and binding obligation obligations of SVB FinancialNYB, enforceable against SVB Financial NYB in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock terms, subject to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessablesimilar laws affecting creditors’ rights generally, and no current or past shareholder subject, as to enforceability, to general principles of SVB Financial will have any preemptive right or similar rights in respect thereofequity. 5.4.2. Subject to receipt of the Regulatory Approvals and Synergy’s and NYB’s compliance with any conditions contained therein, (bA) Neither the execution and delivery of this Agreement by SVB FinancialNYB, nor (B) the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by SVB Financial NYB 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 SVB Financial Certificate certificate of incorporation charter or the SVB Financial Bylaws bylaws of NYB or New York Community Bank; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, any of its Subsidiaries NYB or any of their respective properties or assets New York Community Bank; 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 SVB Financial NYB or any of its Subsidiaries under, New York Community 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 SVB Financial or any either of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on SVB FinancialNYB.

Authority; No Violation. (a) SVB Financial 5.4.1. PFS has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Regulatory Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by PFS and the consummation by PFS of the Merger transactions contemplated hereby, including the Merger, have been duly and validly authorized and approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank PFS, and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial PFS are necessary to approve this Agreement or to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by SVB Financial PFS, and (subject to the receipt of the Regulatory Approvals, and assuming due authorization, and valid execution and delivery of this Agreement by Boston Private) SBBX, constitutes a valid and binding obligation obligations of SVB FinancialPFS, enforceable against SVB Financial them in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued PFS has approved the Bank Merger Agreement and the Bank Merger in its capacity as the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past sole shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofProvident Bank. 5.4.2. Subject to receipt of Regulatory Approvals and SBBX and PFS’s compliance with any conditions contained therein, (bA) Neither the execution and delivery of this Agreement by SVB FinancialPFS, nor (B) the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by SVB Financial PFS 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 SVB Financial Certificate certificate of incorporation or the SVB Financial Bylaws bylaws of PFS or any PFS Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, any of its Subsidiaries PFS or any of PFS Subsidiary or to 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 SVB Financial PFS or any of its Subsidiaries under, PFS 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 SVB Financial or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not reasonably be expected to have a Material Adverse Effect on SVB FinancialPFS.

Authority; No Violation. (a) SVB Financial 5.4.1 AFC has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the required Regulatory Approvals described in Section 8.3, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by AFC and the consummation completion by AFC of the Merger transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank AFC, and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial AFC 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 SVB Financial AFC, and (assuming subject to the receipt of the Regulatory Approvals, approval by the stockholders of BSFI and the shareholders of AFC, and due authorization, and valid execution and delivery of this Agreement by Boston Private) BSFI, constitutes a the valid and binding obligation obligations of SVB FinancialAFC, enforceable against SVB Financial AFC in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock terms, subject to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessablesimilar laws affecting creditors’ rights generally, and no current or past shareholder subject, as to enforceability, to general principles of SVB Financial will have any preemptive right or similar rights in respect thereofequity. (ba) Neither Subject to compliance of BSFI with the terms and conditions of this Agreement, the execution and delivery of this Agreement by SVB FinancialAFC, nor subject to receipt of the Regulatory Approvals, and compliance by BSFI and AFC with any conditions contained therein, and subject to the receipt of the approval of the stockholders of BSFI, the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor b) compliance by SVB Financial AFC 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 SVB Financial Certificate certificate of incorporation or the SVB Financial Bylaws articles of association, as applicable, and bylaws of AFC or any AFC Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, any of its Subsidiaries AFC or any of their respective properties or assets AFC Subsidiary; 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 underamendment 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 SVB Financial AFC or any of its Subsidiaries under, AFC 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 SVB Financial or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB Financialaffected.

Authority; No Violation. (a) SVB East Penn Financial has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyMergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholders. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Merger Mergers have been duly and validly approved by the Board of Directors of SVB Financial. Except East Penn Financial and, except for the approval of the Bank Merger Agreement by the board shareholders of directors of SVB Bank and SVB East Penn Financial as SVB Bank’s sole shareholderrequired by the State Corporation Law, no other corporate proceedings on the part of SVB East Penn Financial are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by SVB East Penn Financial and (assuming due authorization, execution and delivery by Boston Private) constitutes a the valid and binding obligation of SVB East Penn Financial, enforceable against SVB East Penn Financial in accordance with its terms (except in all cases terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as such enforceability may be limited by the Enforceability Exceptions). The shares to enforceability, to general principles of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofequity. (b) Neither Subject to receipt of Regulatory Approvals and the execution approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by SVB Financial, nor the consummation by SVB East Penn Financial of the transactions contemplated hereby (including the Merger and the Bank Merger), nor compliance by SVB Financial 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 SVB Financial Certificate respective articles of incorporation or bylaws of East Penn Financial, the SVB Financial Bylaws Bank or any Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB East Penn Financial, the Bank or any of its Subsidiaries Subsidiary or any of their respective properties or assets or 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 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 Encumbrance upon any of the respective properties or assets of SVB Financial East Penn Financial, the Bank or any of its Subsidiaries under, 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 SVB Financial East Penn Financial, the Bank or any of its Subsidiaries Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for where such violationstermination, conflictsacceleration or creation, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB East Penn Financial.

Authority; No Violation. (a) SVB Financial has The Roma Parties have full corporate power and authority to execute and deliver this Agreement Agreement, and, subject to (i) the receipt of all Regulatory Approvals, (ii) compliance with all conditions contained therein, including any statutory waiting periods, and (iii) the receipt of all required approvals of shareholders, to perform their obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Roma Parties and the consummation completion by the Roma Parties of the Merger transactions contemplated hereby have been duly and validly approved by the requisite vote of each Board of Directors of SVB the Roma Parties and, except for approval from the shareholders of Roma Financial. Except for , and if required by the FRB the approval of the Bank Merger Agreement by the board of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholderRoma MHC Members, no other corporate proceedings on the part of SVB Financial the Roma Parties are necessary to approve this Agreement or to consummate complete the Mergers and the transactions contemplated hereby. Roma Financial has approved the Roma Bank Merger and the Roma Bank Merger Agreement as the sole stockholder of Roma Bank. This Agreement has been duly and validly executed and delivered by SVB Financial each of the Roma Parties and (assuming due authorization, execution and delivery by Boston Private) constitutes a the valid and binding obligation obligations of SVB Financialeach of the Roma Parties, enforceable against SVB Financial each of the Roma Parties in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock terms, subject to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessablesimilar laws affecting creditors’ rights generally, and no current as to Roma Bank the conservatorship or past shareholder receivership provisions of SVB Financial will have any preemptive right or similar rights in respect thereofthe FDIA, and subject, as to enforceability, to general principles of equity. (b) Neither Subject to the receipt of approvals from the Regulatory Authorities and the compliance by the Roma Parties and the Investors Parties with any conditions contained therein (including the expiration of any applicable waiting period), (A) the execution and delivery of this Agreement by SVB Financial, nor the Roma Parties, (B) the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor C) compliance by SVB Financial the Roma Parties with any of the terms or provisions hereof, will not: (i) violate conflict with or result in a material breach of any provision of the SVB Financial Certificate charters or bylaws of any of the Roma Parties or the SVB Financial Bylaws certificate of incorporation or other organizational document of any Roma Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, any of its Subsidiaries the Roma Parties or any of their respective the properties or assets of the Roma Parties or any Roma Subsidiary; 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 SVB Financial any of the Roma Parties or any of its Subsidiaries under, Roma 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 SVB Financial any Roma Party or any of its Subsidiaries a Roma Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses clause (x) and (yiii) above) , for such violationsviolations which, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB the Roma Parties. (c) Unless otherwise determined by the FRB, the affirmative vote of the holders of a majority of the issued and outstanding shares of Roma Financial Common Stock held by those holders of Roma Financial Common Stock other than Roma MHC, as well as an affirmative vote of two-thirds of all of the issued and outstanding shares of Roma Financial Common Stock, are the only votes of holders of any class of Roma Financial’s capital stock necessary to adopt and approve this Agreement and the transactions contemplated hereby. (d) The board of directors of Roma Financial, by resolution duly adopted by the requisite vote of the board of directors at a meeting duly called and held, has (x) determined that this Agreement, the Mid-Tier Merger and the other transactions contemplated hereby are fair to and in the best interests of Roma Financial and its shareholders, and (y) recommended that the shareholders of Roma Financial approve this Agreement and directed that such matter be submitted for consideration by the Roma Financial shareholders at the Roma Financial Shareholders Meeting. (e) The board of directors of Roma MHC, by resolution duly adopted by the requisite vote of the board of directors at a meeting duly called and held, has (x) determined that this Agreement, the MHC Merger Agreement, the MHC Merger and the other transactions contemplated hereby are fair to and in the best interests of Roma MHC and its Members, and (y) has determined to recommend that the Members of Roma MHC approve the MHC Merger and will direct that such matter be submitted for consideration by the Roma MHC Members at a Roma MHC Members Meeting. (f) The board of directors of Roma Bank, by resolution duly adopted by the requisite vote of the board of directors at a meeting duly called and held, has (x) determined that this Agreement, the Roma Bank Merger, the Roma Bank Merger Agreement, and the other transactions contemplated hereby are fair to and in the best interests of Roma Bank and its shareholder, and (y) recommended that the shareholder of Roma Bank approve this Agreement and the Roma Bank Merger Agreement.

Authority; No Violation. (a) SVB Financial has Xxxxxxx and Xxxxx have full corporate power and authority to execute and deliver this Agreement and and, subject to the receipt of the Consents of the Regulatory Authorities, to consummate the transactions contemplated hereby. The execution execution, delivery, and delivery performance of this Agreement Agreement, and the consummation of the Merger transactions contemplated hereby and in any related agreements, have been duly and validly approved authorized by the Board Boards of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank Xxxxxxx and SVB Financial as SVB Bank’s sole shareholderXxxxx, and no other corporate or other proceedings on the part of SVB Financial Xxxxxxx and Xxxxx are or will be necessary to approve authorize this Agreement or to consummate and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SVB Financial and (assuming due authorization, execution and delivery by Boston Private) constitutes a is the valid and binding obligation of SVB Financial, Xxxxxxx and Xxxxx enforceable against SVB Financial them in accordance with its terms (terms, except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issuedinsolvency, will be validly issuedreorganization, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right moratorium or similar laws affecting the enforcement of creditors rights in respect thereofgenerally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (b) Neither the execution and execution, delivery or performance of this Agreement by SVB Financial, Xxxxxxx or Xxxxx nor the consummation by SVB Financial Xxxxxxx or Xxxxx of the transactions contemplated hereby (including the Merger and the Bank Merger), nor compliance by SVB Financial Xxxxxxx or Xxxxx with any of the terms or provisions hereof, will (i) violate any provision of the SVB Financial Certificate Articles of Incorporation or Bylaws of Xxxxxxx or the SVB Financial Articles of Incorporation or Bylaws or of Xxxxx or, (ii) assuming that the consents Consents of the Regulatory Authorities and approvals referred to in Section 4.4 herein (including, without limitation the declaration of effectiveness of the Form S-4, compliance with all blue sky laws and NASDAQ notification requirements) are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, any of its Subsidiaries Xxxxxxx or any of Xxxxxxx Subsidiary or their respective properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, by or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of SVB Financial Xxxxxxx or Xxxxx or any of its Subsidiaries their subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which SVB Financial Xxxxxxx or any of its Subsidiaries Xxxxxxx Subsidiary is a party, or by which they it or any of its subsidiaries or any of their respective properties or assets may be boundbound or affected, or (iv) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Xxxxxxx or any Xxxxxxx Subsidiary or any of their material properties or assets, except for (X) such conflicts, breaches or defaults as are set forth in the case of clauses Schedule 4.4 and (xY) with respect to clause (ii) and (yiii) above) for , such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either as individually or in the aggregate, would aggregate will not reasonably be expected to have a Material Adverse Effect on SVB FinancialXxxxxxx.

Authority; No Violation. (a) SVB Financial PAC3 has full corporate all requisite power and authority to execute and deliver this Agreement and Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution execution, delivery and delivery performance by PAC3 of each of this Agreement and the Ancillary Agreements has been, and the consummation by PAC3 of the Merger transactions contemplated hereby and thereby have been been, duly and validly authorized and approved by the Board all necessary actions of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial are necessary to approve this Agreement or to consummate the transactions contemplated herebyPAC3. This Agreement has been been, and at the Closing each of the Ancillary Agreements will be, duly and validly executed and delivered by SVB Financial PAC3 and (assuming due authorization, execution and delivery by Boston PrivateMxxxxxx Xxxxxxxx, New BD, SMHG, the Company and Fxxxxxxx) constitutes a this Agreement constitutes, and upon their execution at Closing, each Ancillary Agreement will constitute, legal, valid and binding obligation obligations of SVB Financial, PAC3 enforceable against SVB Financial it in accordance with its terms (respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and except in all cases as such enforceability the availability of equitable remedies may be limited by the Enforceability Exceptions). The shares equitable principles of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofgeneral applicability. (b) Neither the execution and execution, delivery or performance of this Agreement and the Ancillary Agreements by SVB FinancialPAC3, nor the consummation by SVB Financial PAC3 of the transactions contemplated hereby (including the Merger and the Bank Merger)or thereby, nor compliance by SVB Financial PAC3 with any of the terms or provisions hereofhereof or thereof binding upon it will, will with or without the giving of notice, the termination of any grace period or both: (i) violate any provision of the SVB Financial Certificate or the SVB Financial Bylaws or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, or result in a breach of or default under any provision of the organizational documents of PAC3; (ii) violate any Applicable Law; or (iii) except as set forth on Section 2.2(b) of the loss of PAC3 Disclosure Schedule, require any benefit under, constitute a default (or an event which, with notice or lapse of timefiling by PAC3 with, or bothrequire it to obtain any permit, would constitute a default) under, result in the termination of consent or a right of termination or cancellation under, accelerate the performance required byapproval of, or result in the creation of require any Lien upon party to give any of the respective properties or assets of SVB Financial notice to, any Governmental Authority 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 SVB Financial or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialPerson.

Authority; No Violation. (a) SVB Financial Buyer has full all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Merger Transactions have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank and SVB Financial as SVB Bank’s sole shareholder, no other all necessary corporate proceedings action on the part of SVB Financial are Buyer. No other corporate proceeding on the part of Buyer or its controlled Affiliates is necessary to approve this Agreement or the Ancillary Agreements or to consummate the transactions contemplated herebyTransactions. This Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by SVB Financial and (Buyer and, assuming due authorization, execution and delivery by Boston Private) constitutes Seller, Custodian and Bluff Point, this Agreement and the Ancillary Agreements constitute a valid and binding obligation of SVB FinancialBuyer, enforceable against SVB Financial Buyer in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by (i) the Enforceability Exceptions). The shares effect of SVB Financial Common Stock bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to be issued the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current a proceeding in equity or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofat law. (b) Neither the execution and delivery of this Agreement or the Ancillary Agreements by SVB FinancialBuyer, nor the consummation by SVB Financial Buyer of the transactions contemplated hereby (including the Merger and the Bank Merger), Transactions nor compliance by SVB Financial Buyer with any of the terms or provisions hereof, hereof and the Ancillary Agreements does or will (i) violate any provision of the SVB Financial Certificate certificate of incorporation or the SVB Financial Bylaws bylaws of Buyer or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, any of its Subsidiaries or any of their respective properties or assets Applicable Law 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 byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of SVB Financial or any of its Subsidiaries under, Buyer 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 SVB Financial or any of its Subsidiaries Buyer is a party, or by which they it or any of their respective properties its properties, assets or assets business activities may be boundbound or affected, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches, defaultsdefaults or loss of benefits which would not reasonably be expected to have, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have a Buyer Material Adverse Effect on SVB FinancialEffect.

Authority; No Violation. (a) SVB Financial FNB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyContemplated Transactions, subject to receipt of all necessary approvals of Regulatory Authorities and the approval of this Agreement. The execution and delivery of this Agreement by FNB and the consummation by FNB of the Merger Contemplated Transactions have been duly and validly approved by the Board of Directors of SVB Financial. Except FNB and, except for the approval of the Bank Merger Agreement by the board shareholders of directors FNB as required by the BCL and FNB's articles of SVB Bank and SVB Financial as SVB Bank’s sole shareholderincorporation, no other corporate proceedings on the part of SVB Financial FNB are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by SVB Financial FNB and, subject to approval by the shareholders of FNB and (assuming due authorizationsubject to receipt of the required approvals of Regulatory Authorities described in Section 4.04 hereof, execution and delivery by Boston Private) constitutes a the valid and binding obligation of SVB FinancialFNB, enforceable against SVB Financial FNB in accordance with its terms (except in all cases terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as such enforceability may be limited by the Enforceability Exceptions). The shares to enforceability, to general principles of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofequity. (b) Neither the The execution and delivery of this Agreement by SVB FinancialFNB, nor (i) subject to receipt of approvals from the FNB shareholders and the Regulatory Authorities referred to in Section 4.04 hereof and FNB's and Tower's compliance with any conditions contained therein, the consummation by SVB Financial of the transactions contemplated hereby Merger, and (including the Merger and the Bank Merger), nor ii) compliance by SVB Financial FNB or any FNB 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 SVB Financial Certificate respective articles of incorporation, articles of association, or the SVB Financial Bylaws bylaws of FNB or any FNB Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, FNB or any of its Subsidiaries FNB Subsidiary or any of their respective properties or assets or assets; or (yC) except as described in FNB 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 SVB Financial FNB or any of its Subsidiaries under, FNB 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 SVB Financial FNB or any of its Subsidiaries FNB Subsidiary is a party, or by which they or any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for where such violationstermination, conflicts, breaches, defaults, terminations, cancellations, accelerations acceleration or creations that, either individually or in the aggregate, creation would not reasonably be expected to have a Material Adverse Effect on SVB FinancialFNB.

Authority; No Violation. (a) SVB Financial has The Community Parties have 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 the Community Parties and the consummation by the Community Parties of the Merger Contemplated Transactions have been duly and validly approved by the Board respective Boards of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank Community Parties, and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial the Community Parties are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by SVB Financial and (assuming due authorizationthe Community Parties and, execution and delivery by Boston Private) subject to the required approvals of Regulatory Authorities described in Section 4.04 hereof, constitutes a the valid and binding obligation of SVB Financialthe Community Parties, enforceable against SVB Financial the Community Parties in accordance with its terms (except in all cases terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as such enforceability may be limited by the Enforceability Exceptions). The shares to enforceability, to general principles of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofequity. (b) Neither Subject to (i) receipt of approvals from the Regulatory Authorities referred to in Section 4.04 hereof and (ii) the Parties’ compliance with any conditions contained therein, the execution and delivery of this Agreement by SVB Financialthe Community Parties, nor the consummation by SVB Financial of the transactions contemplated hereby (including the Merger Contemplated Transactions, and the Bank Merger), nor compliance by SVB Financial the Community Parties 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 SVB Financial Certificate respective articles of incorporation, articles of association or the SVB Financial Bylaws bylaws of CMTY or any CMTY Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, CMTY or any of its Subsidiaries CMTY Subsidiary or any of their respective properties or assets or assets; or (yC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of or a right of termination or cancellation under, 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 SVB Financial CMTY or any of its Subsidiaries CMTY 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 SVB Financial CMTY or any of its Subsidiaries CMTY 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 excluding from clauses (xB) and (yC) above) for any such violationsitems which, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB FinancialEffect.

Authority; No Violation. (a) SVB Financial FS Bancorp 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 SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank FS Bancorp and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings action on the part of SVB Financial are FS Bancorp is necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by SVB Financial FS Bancorp and (assuming due authorization, execution and delivery by Boston PrivateAnchor) constitutes a valid and binding obligation of SVB FinancialFS Bancorp, enforceable against SVB Financial FS Bancorp in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability ExceptionsException). The shares of SVB Financial FS Bancorp Common Stock to be issued in the Merger have been validly authorized and, and when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of SVB Financial FS Bancorp will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by SVB FinancialFS Bancorp or the Bank Plan of Merger by 1st Security Bank of Washington, nor the consummation by SVB Financial of the transactions contemplated hereby (including the Merger and by FS Bancorp or the Bank Merger)Merger by 1st Security Bank of Washington, nor compliance by SVB Financial FS Bancorp or 1st Security Bank of Washington with any of the terms of this Agreement or provisions hereofthe Bank Plan of Merger, will (i) violate any provision of the SVB Financial Certificate FS Bancorp Articles or FS Bancorp Bylaws or the SVB Financial Bylaws organization or governing documents of any FS Bancorp Subsidiary, or (ii) assuming that the filings, notices, consents and approvals referred to in Section 4.4 are duly obtainedobtained and/or made, as applicable, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB FinancialFS Bancorp, 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 SVB Financial FS Bancorp or any of its Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which SVB Financial FS Bancorp or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB Financial.

Authority; No Violation. (a) SVB Financial 5.3.1. BMBC has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Regulatory Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by BMBC and the consummation by BMBC of the Merger transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank BMBC, and SVB Financial as SVB Bank’s sole shareholder, no other corporate proceedings on the part of SVB Financial BMBC are necessary to approve this Agreement or to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by SVB Financial BMBC, and (assuming subject to receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Boston Private) RBPI, constitutes a the valid and binding obligation of SVB FinancialBMBC, enforceable against SVB Financial BMBC in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of SVB Financial Common Stock terms, subject to be issued in the Merger have been validly authorized andapplicable bankruptcy, when issued, will be validly issued, fully paid insolvency and nonassessablesimilar laws affecting creditors’ rights generally, and no current or past shareholder subject, as to enforceability, to general principles of SVB Financial will have any preemptive right or similar rights in respect thereofequity. 5.3.2. Subject to receipt of Regulatory Approvals and RBPI’s and BMBC’s compliance with any conditions contained therein, (ba) Neither the execution and delivery of this Agreement by SVB FinancialBMBC, nor (b) the consummation by SVB Financial of the transactions contemplated hereby hereby, and (including the Merger and the Bank Merger), nor c) compliance by SVB Financial BMBC with any of the terms or provisions hereof, hereof does not and will not (i) violate conflict with or result in a breach of any provision of the SVB Financial Certificate articles of incorporation, certificate of formation, limited liability company agreement, bylaws or the SVB Financial Bylaws other similar organizational or governing document of BMBC or any BMBC Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, BMBC or any of its Subsidiaries BMBC 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 upon any of the respective properties or assets of SVB Financial BMBC or any of its Subsidiaries under, BMBC Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or material agreement, commitment or other instrument or obligation to which SVB Financial 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 (iv) cause RBPI to become subject to, except or to become liable for, the payment of any tax; or (v) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is held by BMBC or any BMBC Subsidiary. 5.3.3. The BMBC Board of Directors has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the case best interests of clauses (x) BMBC and (y) above) for such violationsits shareholders, conflicts, breaches, defaults, terminations, cancellations, accelerations and no other proceedings on the part of BMBC are necessary to approve this Agreement or creations that, either individually or in consummate the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB Financialtransactions contemplated hereby.

Authority; No Violation. (a) SVB Financial Each of PAI and XXXX has full corporate power and authority to execute and deliver this Agreement and take all actions necessary or appropriate to be taken by it to consummate the transactions contemplated hereby. The Except as set forth on Schedule 5.18(a), the execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by all requisite corporate action on the Board part of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank PAI and SVB Financial as SVB Bank’s sole shareholderXXXX and their respective shareholders, and no other corporate proceedings on the part of SVB Financial PAI or XXXX 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 SVB Financial PAI, and XXXX and (assuming the due authorization, execution and delivery of this Agreement by Boston PrivateOpgroup and Opfin) constitutes a valid and binding obligation of SVB FinancialPAI and XXXX, enforceable against SVB Financial each of them in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by the Enforceability Exceptions). The shares general principles of SVB Financial Common Stock to be issued equity whether applied in the Merger have been validly authorized anda court of law or a court of equity and by bankruptcy, when issuedinsolvency, will be validly issued, fully paid moratorium and nonassessable, similar laws affecting creditors' rights and no current or past shareholder of SVB Financial will have any preemptive right or similar rights in respect thereofremedies generally. (b) Neither the execution and delivery of this Agreement by SVB FinancialPAI or XXXX, nor the consummation by SVB Financial of the transactions contemplated hereby (including the Merger and the Bank Alternative Merger), nor compliance by SVB Financial PAI or XXXX with any of the other terms or provisions hereof, will (i) violate any provision of the SVB Financial Certificate their respective certificates of incorporation or the SVB Financial Bylaws bylaws or (ii) except as set forth in Schedule 5.18(b), and assuming that the consents compliance with Sections 7.2 and approvals referred to in Section 4.4 are duly obtained7.3, (x) violate any lawApplicable Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to SVB Financial, 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 material Encumbrance upon any of the respective properties or assets of SVB Financial PAI or any of its Subsidiaries under, any of the terms, conditions XXXX or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, lease agreement or other instrument or obligation to which SVB Financial PAI or any of its Subsidiaries XXXX is a party, or by which they PAI or XXXX or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on SVB Financial.