Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”), no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by Parent) constitutes a valid and binding obligation of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)).

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms this Agreement is advisable and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for approval and adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”)entitled to vote at such meeting, no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and the Option Agreement (this Agreement and the Option Agreement, collectively, the "Company Documents") and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement each of the Company Documents and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s 's stockholders for adoption approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except and, except for the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock (the “Requisite Company Vote”)Stock, no other corporate proceedings on the part of the Company are necessary to approve this Agreement or the Company Documents and to consummate the transactions contemplated herebyhereby and thereby. This Agreement Each of the Company Documents has been duly and validly executed and delivered by Company the Company, and (assuming due authorization, execution and delivery by ParentBuyer) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.

Authority; No Violation. (a) Company Charter has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of CompanyCharter. The Board of Directors of Company Charter has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders Charter and has directed that this Agreement and the transactions contemplated hereby be submitted to CompanyCharter’s stockholders for adoption approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the Requisite Charter Stockholder Approval and the adoption and approval of this the Bank Merger Agreement by the affirmative vote board of the holders directors of outstanding Company Common Stock (the “Requisite Company Vote”)CharterBank and Charter as its sole shareholder, no other corporate proceedings on the part of Company Charter are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company Charter and (assuming due authorization, execution and delivery by ParentCenterState) constitutes a valid and binding obligation of CompanyCharter, enforceable against Company Charter in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of a majority of all the votes entitled to be cast by holders of outstanding Company Common Stock (the “Requisite Company Vote”), no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or their parent companies or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)).

Authority; No Violation. (a) Except as set forth in Section 4.3(a) of the Company Disclosure Letter, the Company has full corporate power and authority to execute and deliver this Agreement and, subject to the adoption of this Agreement by the Required Company Vote (as defined in Section 4.12(b)), to consummate, and to consummate cause Danversbank to consummate, the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the Merger transactions contemplated hereby have been duly and validly approved by all necessary corporate and stockholder action of the Board Company (subject, in the case of Directors the consummation of Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Required Company Vote”), and no other corporate or stockholder proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentAcquiror) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms this Agreement is advisable and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for approval and adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”)entitled to vote at such meeting, no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentXxxxxx and Merger Sub) constitutes a the valid and binding obligation of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)).

Authority; No Violation. (a) Company Buyer has full corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is party and to consummate the transactions contemplated herebyhereby and thereby (including the issuance of the Buyer Note and the Buyer Shares). The execution and delivery by Buyer of this Agreement and each Ancillary Agreement to which it is party and the consummation by Buyer of the Merger transactions contemplated hereby and thereby (including the issuance of the Buyer Note and the Buyer Shares) have been duly and validly approved authorized by the Board of Directors of CompanyBuyer. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”), no No other corporate proceedings on the part of Company Buyer are necessary to approve this Agreement or any Ancillary Agreement to which Buyer is party or to consummate the transactions contemplated herebyhereby and thereby (including the issuance of the Buyer Note and the Buyer Shares). This Agreement has and each Ancillary Agreement to which Buyer is party have been duly and validly executed and delivered by Company Buyer and (assuming due authorization, execution and delivery by Parenteach other party thereto) constitutes a constitute valid and binding obligation obligations of CompanyBuyer, enforceable against Company Buyer in accordance with its their respective terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity (the “Enforceability Exceptions”)equitable remedies).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by the Company and the consummation of the Merger Transactions have been duly and validly approved by the Board of Directors of Companythe Company (the “Company Board”). The Subject to Section 6.10(d), the Company Board of Directors of Company has determined that this Agreement and the Merger, on the terms Transactions are advisable and conditions set forth in this Agreement, is in the best interests of the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby Transactions be submitted to the Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except Company Stockholders Meeting and, except for the adoption of this Agreement and the Transactions by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote at such meeting, voting together as a single class (the “Requisite Company VoteStockholder Approval”), no other corporate proceedings on the part of the Company are necessary to approve this Agreement or and to consummate the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium or other similar Laws, reorganization now or similar laws of general applicability hereafter in effect, relating to or affecting insured depository institutions or the creditors’ rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))remedies available.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by the Company and the consummation of the Merger Transactions have been duly and validly approved by the Board of Directors of Companythe Company (the “Company Board”). The Subject to Section 6.10(d), the Company Board of Directors of Company has determined that this Agreement and the Merger, on the terms Transactions are advisable and conditions set forth in this Agreement, is in the best interests of the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby Transactions be submitted to the Company’s stockholders for adoption at a duly held meeting of such stockholders and has adopted a resolution to (the foregoing effect. Except “Company Stockholder Meeting”) and, except for the voting power of the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Class A Common Stock and Company Class B Common Stock entitled to vote at such meeting, voting together as a single class (the “Requisite Company VoteStockholder Approval”), no other corporate proceedings on the part of the Company are necessary to approve this Agreement or and to consummate the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium or other similar Laws, reorganization now or similar laws of general applicability hereafter in effect, relating to or affecting insured depository institutions or the creditors’ rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))remedies available.

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms this Agreement is advisable and conditions set forth in this Agreement, is in the best interests of Company and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders shareholders for approval and adoption at a duly held meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption receipt of this Agreement by the affirmative vote of the holders of outstanding a majority of the shares of Company Common Stock (entitled to vote to adopt and approve the “Requisite Company Vote”)plan of merger contained in this Agreement, no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate and the transactions contemplated herebyhereby have been authorized by all necessary respective corporate action. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)).

Authority; No Violation. (a) The Company has full all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved authorized by the Board of Directors of CompanyCompany Board. The Company Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, Agreement is in the best interests of Company and its stockholders advisable and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a duly held meeting of such stockholders and has unanimously adopted a resolution to the foregoing effecteffect and recommended that the stockholders adopt this Agreement. Except for the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (entitled to vote at such meeting and the “Requisite Company Vote”)filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company the Company, its shareholders and its stockholders other constituencies as set forth in Section 14A:6-1 of the NJBCA and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders shareholders for adoption at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of outstanding sixty-six and two-thirds percent (66 2/3%) of the shareholders present and voting at the Company Common Stock Meeting (the “Requisite Company Vote”), no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and the Voting Agreement and, subject to the adoption of this Agreement by the Required Company Vote (as defined in Section 4.12(b)), to consummate the transactions contemplated herebyby this Agreement and the Voting Agreement. The execution and delivery of this Agreement and the Voting Agreement and the consummation by the Company of the Merger transactions contemplated by this Agreement and the Voting Agreement have been duly and validly approved by all necessary corporate and stockholder action of the Board Company (subject, in the case of Directors the consummation of Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Required Company Vote”), and no other corporate or stockholder proceedings on the part of the Company are necessary to approve this Agreement or the Voting Agreement or to consummate the transactions contemplated herebyby this Agreement and the Voting Agreement. This Each of this Agreement and the Voting Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parentthe other parties hereto and thereto) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Written Consent, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by the Company and the consummation of the Merger Transactions have been duly and validly approved authorized by the Company Board of Directors of Company. The Board of Directors of Company has determined that and, except for (i) the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote receipt of the holders Written Consent and (ii) the filing of outstanding Company Common Stock (the “Requisite Company Vote”)Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. As of the date hereof, the Company Board has (i) determined that this Agreement and the Transactions, are advisable and fair to and in the best interests of the Company’s stockholders, and (ii) resolved to recommend that the Company’s stockholders approve this Agreement or to consummate and the transactions contemplated herebyTransactions (the “Company Board Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and (and, assuming due authorization, execution and delivery by Parent) this Agreement constitutes a the valid and binding obligation agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization moratorium or other similar laws of general applicability Laws affecting or relating (whether now or hereinafter) to or affecting insured depository institutions or the creditors’ rights of creditors generally and creditors’ remedies available and (B) is subject to general principles of equity (the “Enforceability Exceptions”)regardless of whether enforceability is considered in a proceeding at Law or in equity).

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and the Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms this Agreement is advisable and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for approval and adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for receipt of the adoption of affirmative vote to approve and adopt this Agreement by the affirmative vote holders of a majority of the holders shares of outstanding Company Common Stock (the “Requisite Company Vote”)present in person or represented by proxy at a meeting called therefor, no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate and the transactions contemplated herebyhereby have been authorized by all necessary corporate action. This Agreement has and the Option Agreement have been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentPurchaser) constitutes a the valid and binding obligation obligations of Company, enforceable against Company in accordance with its their respective terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Bankruptcy and Equity Exceptions”)).

Authority; No Violation. (a) Company Seller has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board board of Directors directors of CompanySeller. The Board board of Directors directors of Company Seller has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company Seller and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders Seller's shareholders for adoption approval at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding Company shares of Seller Common Stock (the “Requisite Company Vote”"Seller Shareholder Approval"), no other corporate proceedings on the part of Company Seller are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Company Seller and (assuming due authorization, execution and delivery by ParentBuyer and Merger Sub) constitutes a valid and binding obligation of CompanySeller, enforceable against Company Seller in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “"Enforceability Exceptions”Exception")).

Authority; No Violation. (a) Company TCG has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of CompanyTCG. The Board of Directors of Company TCG has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company TCG and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s TCG's stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company shares of TCG Common Stock (the “"Requisite Company TCG Vote”)") and the adoption and approval of the Bank Merger Agreement by TCG as the sole stockholder of Xxxx Xxxxxx Bank, no other corporate proceedings on the part of Company TCG or any TCG Subsidiary are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company TCG and (assuming due authorization, execution and delivery by ParentMB) constitutes a valid and binding obligation of CompanyTCG, enforceable against Company TCG in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)).

Authority; No Violation. (a) The Company has full corporate all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby (including the Merger), subject only to the requirement that this Agreement, the Merger and the other transactions contemplated by this Agreement be adopted and approved by the holders of a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”). The Company Stockholder Approval is the only vote of the holders of any class or series of Company capital stock necessary to approve the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”), no other No corporate proceedings on the part of the Company, other than the required receipt of the Company Stockholder Approval, are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)equity).

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of CompanyCompany by a vote of at least two-thirds of the members of the Board of Directors of Company in office. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders shareholders for adoption approval at a meeting of such stockholders duly held Company Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement and the transactions contemplated hereby by the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding Company Common Stock (the “Requisite Company Vote”)Shares, no other corporate proceedings on the part of Company are necessary to approve this Agreement Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentPurchaser and Merger Sub) constitutes a the valid and binding obligation obligations of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)).

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly adopted and approved by the members of the Board of Directors of CompanyCompany by a unanimous vote of a quorum of members participating in such vote. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders shareholders for adoption approval at a meeting of such stockholders duly held Company Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement and the transactions contemplated hereby by the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding Company Common Stock (the “Requisite Company Vote”)Shares, no other corporate proceedings on the part of Company are necessary to approve this Agreement Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentPurchaser and Merger Sub) constitutes a the valid and binding obligation obligations of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)).

Authority; No Violation. (a) The Company has full corporate all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby (including the Merger), subject only to the requirement that this Agreement, the Merger and the other transactions contemplated by this Agreement be adopted and approved by the holders of a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”). The Company Stockholder Approval is the only vote of the holders of any class or series of Company capital stock necessary to approve the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”), no other No corporate proceedings on the part of the Company, other than the required receipt of the Company Stockholder Approval, are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by ParentXxxxxx and Merger Sub) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)equity).

Authority; No Violation. (a) Company Anchor has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of CompanyAnchor. The Board of Directors of Company Anchor has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company Anchor and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders Anchor's shareholders for adoption approval at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company shares of Anchor Common Stock (the “Requisite Company Vote”"Anchor Shareholder Approval"), no other corporate proceedings on the part of Company Anchor are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Company Anchor and (assuming due authorization, execution and delivery by ParentFS Bancorp) constitutes a valid and binding obligation of CompanyAnchor, enforceable against Company Anchor in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “"Enforceability Exceptions”Exception")).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver enter into this Agreement and and, subject to receipt of the Company Stockholder Approval, to consummate the Merger and the other transactions contemplated herebyby this Agreement (the “Transactions”). The execution and delivery of this Agreement and the consummation of the Merger Transactions have been duly and validly approved adopted by the Company Board and, except for (i) the approval of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement Transactions by the affirmative vote of the holders of a majority of the outstanding Company Common Stock Shares entitled to vote at such meeting, voting together as a single voting group (the “Requisite Company VoteStockholder Approval”)) and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Subject to Section 6.9(c), the Company Board has (i) determined that this Agreement and the Transactions are advisable and fair to and in the best interests of the Company’s stockholders, and (ii) resolved to recommend that the Company’s stockholders adopt and approve this Agreement or to consummate and the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by the Company and (and, assuming due authorization, execution and delivery by Parent) this Agreement constitutes a the valid and binding obligation agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization moratorium or other similar laws of general applicability Laws affecting or relating to or affecting insured depository institutions or the enforcement of creditors’ rights of creditors generally and (B) is subject to general principles of equity (the “Enforceability Exceptions”)regardless of whether enforceability is considered in a proceeding at Law or in equity).

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of Company. The Board of Directors of Company has determined unanimously that the Merger, on the terms this Agreement is advisable and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for approval and adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”)entitled to vote at such meeting, no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)).

Authority; No Violation. (a) Company Anchor has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of CompanyAnchor. The Board of Directors of Company Anchor has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company Anchor and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders Anchor's shareholders for adoption approval at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company shares of Anchor Common Stock (the “Requisite Company Vote”"Anchor Shareholder Approval"), no other corporate proceedings on the part of Company Anchor are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Company Anchor and (assuming due authorization, execution and delivery by ParentWashington Federal) constitutes a valid and binding obligation of CompanyAnchor, enforceable against Company Anchor in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “"Enforceability Exceptions”Exception")).

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved and adopted by the Board of Directors of Company. The At a meeting duly called and held, the Board of Directors of Company has determined that the Merger, on the terms this Agreement is advisable and conditions set forth in this Agreement, is in the best interests of Company and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders shareholders for adoption approval at a duly held meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock (a majority of the “Requisite Company Vote”)votes cast by all shareholders entitled to vote at such meeting, no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation obligations of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the enforcement of the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)).

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of CompanyCompany by at least a two-thirds vote. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders shareholders for adoption approval at a meeting of such stockholders duly held Company Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement and the transactions contemplated hereby by the affirmative vote of at least a Table of Contents majority of all the votes entitled to be cast by holders of outstanding Company Common Stock (the “Requisite Company Vote”)Shares, no other corporate proceedings on the part of Company are necessary to approve this Agreement Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentPurchaser and Merger Sub) constitutes a the valid and binding obligation obligations of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The Upon the recommendation of the Special Committee, the execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby have been duly and validly approved and adopted by the Board of Directors of CompanyCompany Board. The Board of Directors of Company has determined that Stockholder Approval is the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative only vote of the holders of outstanding any class or series of the capital stock of the Company Common Stock (or any of its Subsidiaries necessary to adopt this Agreement, approve the “Requisite Company Vote”)Merger or consummate any of the other transactions contemplated by this Agreement, and no other corporate proceedings on the part of the Company other than the receipt of the Company Stockholder Approval are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (the Company, and, assuming due authorization, execution execution, and delivery by Parent) each of NWM, NWC and Merger Sub, constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or other similar laws of general applicability affecting or relating to or affecting insured depository institutions or the enforcement of creditors’ rights of creditors generally and (ii) is subject to general principles of equity (the “Enforceability Exceptions”)regardless of whether considered in a proceeding in equity or at law).

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the required Regulatory Approvals specified herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders shareholders for adoption approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except Company Special Meeting and, except for the adoption of this Agreement by the affirmative vote of a majority of the holders outstanding shares of outstanding Company Common Stock (the “Requisite Company Vote”)Stock, no other corporate proceedings on the part of Company (except for matters related to setting the date, time, place and record date for the Company Special Meeting) are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentParent and Acquisition Subsidiary of this Agreement) constitutes a will constitute valid and binding obligation obligations of Company, enforceable against Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders 's shareholders for adoption approval at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock who are entitled to cast at least a majority of the votes which all holders of Company Common Stock are entitled to cast on the matter (the “"Requisite Company Vote”"), and the adoption and approval of the Bank Merger Agreement by the board of directors of Company Bank and the Company as its sole shareholder, no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “"Enforceability Exceptions”")).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding seventy percent (70%) of the Company Common Stock stock entitled to vote (the “Requisite Company Vote”), and the adoption and approval of the Bank Merger Agreement by Company Bank and the Company as its sole stockholder, no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentPurchaser) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity equitable remedies (the “Enforceability Exceptions”)).

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Company’s stockholder approval, to comply with the terms hereof and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to stockholder approval is the foregoing effect. Except for the adoption of this Agreement by the affirmative only vote or consent of the holders of outstanding Company Common Stock (the “Requisite Company Vote”), no other corporate proceedings on the part any class or series of Company are Company’s capital stock necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming Company. Assuming due authorization, execution and delivery by Parent) the other Parties, this Agreement constitutes a the valid and binding obligation of Company, enforceable against Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transferreorganization, moratoriumreceivership, reorganization conservatorship, arrangement, moratorium or other similar laws of general applicability affecting or relating to or affecting insured depository institutions or the rights of creditors generally generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject to general principles of equity, regardless of whether considered in a proceeding in equity (the “Enforceability Exceptions”))or at law.

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms this Agreement is advisable <PAGE> and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s 's stockholders for approval and adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”)entitled to vote at such meeting, no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”"Bankruptcy and Equity Exception")).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and the Stock Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Stock Option Agreement and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s 's stockholders for adoption approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except and, except for the adoption of this Agreement by the affirmative requisite vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”)Company's stockholders, no other corporate proceedings on the part of the Company are necessary to approve this Agreement or and the Stock Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been been, and the Stock Option Agreement will be, duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms this Agreement is advisable <PAGE> and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s 's stockholders for approval and adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”)entitled to vote at such meeting, no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentXxxxxx and Merger Sub) constitutes a the valid and binding obligation of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”"Bankruptcy and Equity Exception")).

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of CompanyCompany by at least a two-thirds vote. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders shareholders for adoption approval at a meeting of such stockholders duly held Company Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of outstanding Company Common Stock (the “Requisite Company Vote”)Shares, no other corporate proceedings on the part of Company are necessary to approve this Agreement Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentPurchaser and Merger Sub) constitutes a the valid and binding obligation obligations of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsBankruptcy and Equity Exception”)).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s 's stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the affirmative vote of the holders of outstanding seventy percent (70%) of the Company Common Stock stock entitled to vote (the “"Requisite Company Vote”"), and the adoption and approval of the Bank Merger Agreement by Company Bank and the Company as its sole stockholder, no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentPurchaser) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity equitable remedies (the “"Enforceability Exceptions”")).

Authority; No Violation. (a) Company FFB has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all necessary stockholder and regulatory approvals, consents or nonobjections, as the case may be, 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 CompanyFFB. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and FFB has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s FFB's stockholders for adoption approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except and, except for the adoption of this Agreement by the affirmative requisite vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”)FFB's stockholders, no other corporate proceedings on the part of Company FFB are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company FFB and (assuming due authorization, execution and delivery by ParentCCBG and Merger Sub) constitutes a valid and binding obligation of CompanyFFB, enforceable against Company FFB in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by laws affecting insured depository institutions and their holding companies, general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization or moratorium and similar laws of general applicability relating to or affecting insured depository institutions or the creditors' rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))remedies generally.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders shareholders for adoption approval at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of outstanding Company Common Stock who are entitled to cast at least a majority of the votes which all holders of Company Common Stock are entitled to cast on the matter (the “Requisite Company Vote”), and the adoption and approval of the Bank Merger Agreement by the board of directors of Company Bank and the Company as its sole shareholder, no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)).

Authority; No Violation. (a) The Company has full corporate ----------------------- power and authority to execute and deliver this Agreement and the Company Option Agreement (this Agreement and the Company Option Agreement, collectively, the "Company Documents") and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement each of the Company Documents and the consummation of the Merger transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s 's stockholders for adoption approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except and, except for the adoption of this Agreement by the affirmative requisite vote of the holders of outstanding Company Common Stock (the “Requisite Company Vote”)Company's stockholders, no other corporate proceedings on the part of the Company are necessary to approve this Agreement or the Company Documents and to consummate the transactions contemplated herebyhereby and thereby. This Agreement Each of the Company Documents has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentBuyer) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”))whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.

Authority; No Violation. (a) Company PEB 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 CompanyPEB. The Board of Directors of Company PEB has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company PEB and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CompanyPEB’s stockholders shareholders for adoption approval at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company shares of PEB Common Stock (the “Requisite Company VotePEB Shareholder Approval”), no other corporate proceedings on the part of Company PEB are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Company PEB and (assuming due authorization, execution and delivery by ParentBayCom) constitutes a valid and binding obligation of CompanyPEB, enforceable against Company PEB in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsException”)).

Authority; No Violation. (a) The Company has full all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to receipt of the Company Shareholder Approval and the Regulatory Approvals, to consummate the Merger and the other transactions contemplated herebyby this Agreement (the “Transactions”). The execution and delivery of this Agreement and the consummation of the Merger Transactions have been duly and validly approved adopted by the Company Board of Directors of Company. The Board of Directors of Company has determined that the Mergerand, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except except for the adoption approval of this Agreement by a majority of all the affirmative votes entitled to be cast on the Agreement by all shares of Company Capital Stock entitled to vote of on the holders of outstanding Company Common Stock Agreement, voting as a single voting group (the “Requisite Company VoteShareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Subject to Section 6.9(c), the Company Board has (i) adopted this Agreement and determined that this Agreement and the Transactions are advisable and fair to and in the best interests of the Company’s shareholders and (ii) resolved to (A) submit this Agreement for approval by the Company’s shareholders and (B) transmit to such shareholders a recommendation that such shareholders approve this Agreement or to consummate and the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by the Company and (and, assuming due authorization, execution and delivery by Parent) this Agreement constitutes a the valid and binding obligation agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (terms, except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)).enforceability

Authority; No Violation. (a) Company Anchor has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of CompanyAnchor. The Board of Directors of Company Anchor has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company Anchor and its stockholders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CompanyAnchor’s stockholders shareholders for adoption approval at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding Company shares of Anchor Common Stock (the “Requisite Company VoteAnchor Shareholder Approval”), no other corporate proceedings on the part of Company Anchor are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Company Anchor and (assuming due authorization, execution and delivery by ParentWashington Federal) constitutes a valid and binding obligation of CompanyAnchor, enforceable against Company Anchor in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability ExceptionsException”)).

Authority; No Violation. (a) Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger transactions contemplated hereby have been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company has determined that the Merger, on the terms this Agreement is advisable and conditions set forth in this Agreement, is in the best interests of Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Company’s 's stockholders for approval and adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”)entitled to vote at such meeting, no other corporate proceedings on the part of Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) constitutes a the valid and binding obligation of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”"Bankruptcy and Equity Exception")).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company the Company, its shareholders and its stockholders other constituencies as set forth in Section 14A:6-1 of the NJBCA and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders shareholders for adoption at a meeting of such stockholders shareholders and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the affirmative vote of the holders of outstanding sixty-six and two-thirds percent (66 2/3%) of the shareholders present and voting at the Company Common Stock Meeting (the “Requisite Company Vote”), no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentXxxxxx and Merger Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)).