Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by 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, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) Except as disclosed on Company Disclosure Schedule 5.3(a) ---------------------------------- (collectively, the "Company Approvals"), no consents, approvals, authorizations, clearances or orders of, filings or registrations with or notices to (collectively "Authorizations") any third party or any Governmental Authority are necessary on behalf of the Company or any of the Shareholders in connection with (i) the execution and delivery by the Company and the Shareholders of this Agreement and the other Purchase Agreements, (ii) the consummation by the Company and the Shareholders of the transactions contemplated hereby and thereby and (iii) the performance of the Company's and the Shareholder's obligations under this Agreement and the Purchase Agreements. The Company has the full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger other Purchase Agreements and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement thereby in accordance with the terms hereof and thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the other Purchase Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors and Shareholders of the Company. Consummation Company in accordance with the Articles of Incorporation and Bylaws of the transactions contemplated by Section 1.12 of this Agreement has been duly Company and validly approved by the Board of Directors of the Company’s Bankwith applicable Laws (as defined below). Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementApprovals, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary for the Company and the Shareholders to approve execute and deliver this Agreement and the other Purchase Agreements to consummate which they are a party and for the transactions contemplated herebyCompany and the Shareholders to be bound by the terms hereof and thereof. This Agreement has and the other Purchase Agreements to which they are a party have been duly and validly executed and delivered by the Company and (assuming due authorization, execution the Shareholders and delivery by Parent) this Agreement constitutes a constitute the valid and binding obligation of the Company, Company and the Shareholders enforceable against the Company and the Shareholders in accordance with its and their terms, except as enforcement to the extent that the availability of the remedy of specific performance may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyequitable principles. (b) Neither the execution and delivery by the Company and the Shareholders of this Agreement by and the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bankother Purchase Agreements to which they are a party, nor the consummation by the Company and the Shareholders of the transactions contemplated hereby and thereby in accordance with the other terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms and thereof, or nor compliance by the Company and the Shareholders with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will will: (i) violate any provision of the certificate Company's Articles of incorporation Incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or Bylaws; (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement Company Approvals are duly obtained, (x) violate any Law United States federal, state or Order local or foreign statute, code, ordinance, rule, regulation, judgment, order, writ, ruling, decree or injunction of any Governmental Authority (collectively, "Laws") applicable to the Company Company, the Shareholders or any of its Subsidiaries, or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, mortgage, security interest, pledge, charge, other right of third parties or other encumbrance (collectively, "Liens") upon any of the respective properties or assets of the Company or any of its Subsidiaries under, the Shareholders under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries the Shareholders is a party, or by which they or any of their respective properties or assets may be bound or affected, affected except, with respect to (ii) and (iii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company, and which will not prevent or delay the consummation of the transactions contemplated hereby.

Authority; No Violation. (a) The Company CBC has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals shareholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the CBC Board. The CBC Board has (i) determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Directors CBC and its shareholders, (ii) resolved to recommend that CBC’s shareholders approve the principal terms of the Company. Consummation of this Agreement, (iii) has directed that this Agreement and the transactions contemplated by Section 1.12 hereby be submitted to CBC’s shareholders for approval at a meeting of this Agreement such shareholders, and (iv) has been duly and validly approved by adopted resolutions to the Board of Directors of the Company’s Bankforegoing effect. Except for (x) the CBC Shareholder Approval and (y) the adoption and approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementby the CBC Bank Board and CBC as CBC Bank’s sole shareholder, no other corporate proceedings on the part of the Company or the Company’s Bank CBC are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company CBC and (assuming due authorization, execution and delivery by ParentSCB) this Agreement constitutes a valid and binding obligation of the CompanyCBC, enforceable against the Company CBC in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by subject to bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' ’ rights or to general equity principles (the “Bankruptcy and remedies generallyEquity Exception”). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, CBC nor the consummation by the Company CBC of the transactions contemplated hereby in accordance with hereby, including the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMerger, or nor compliance by the Company CBC with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company CBC Articles or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesCBC Bylaws, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 5.04 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company CBC or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company CBC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company CBC or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as conflicts, breaches or defaults which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyCBC.

Authority; No Violation. (a) The Company Each of Capital One and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval upon receipt of the Company’s shareholders Requisite Capital One Vote (as contemplated hereindefined below), to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Mergers) have been duly and validly approved by the Board of Directors of the CompanyCapital One and Merger Sub. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of Capital One has unanimously determined that the Companytransactions contemplated hereby (including the Mergers), on the terms and conditions set forth in this Agreement, are advisable and in the best interests of Capital One and its stockholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Mergers), and has directed that the issuance of shares of Capital One Common Stock in connection with the Merger (the “Capital One Share Issuance”) be submitted to Capital One’s Bankstockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Sub has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Merger Sub and its sole stockholder and has adopted a resolution to the foregoing effect. Capital One, as Merger Sub’s sole stockholder, has adopted and approved this Agreement and the transactions contemplated hereby by written consent. Except for (i) the approval of the Company Shareholder Matters Capital One Share Issuance by the requisite affirmative vote of a majority of the Company's shareholders votes cast by the holders of Capital One Common Stock at the Capital One Meeting (the “Requisite Capital One Vote”), (ii) the adoption and execution approval of the Bank Merger Agreement by Capital One as Capital One Bank’s sole stockholder, (iii) the adoption, approval and filing of Certificates of Designation with respect to the New Capital One Preferred Stock with the Delaware Secretary, and (iv) the adoption of resolutions to give effect to the provisions of Section 6.12 in accordance connection with Section 1.12 of this Agreementthe Closing, no other corporate proceedings on the part of the Company Capital One or the Company’s Bank Merger Sub are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company each of Capital One and Merger Sub and (assuming due authorization, execution and delivery by ParentDiscover) this Agreement constitutes a valid and binding obligation of the Companyeach of Capital One and Merger Sub, enforceable against the Company each of Capital One and Merger Sub in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equity, whether applied Capital One Common Stock and New Capital One Preferred Stock to be issued in a court the Mergers have been validly authorized (subject to the receipt of law or a court of equitythe Requisite Capital One Vote), and by bankruptcywhen issued, insolvency will be validly issued, fully paid and nonassessable, and no current or past stockholder of Capital One will have any preemptive right or similar Laws affecting creditors' rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement by the Company Capital One or the execution and delivery of the Bank Merger Agreement by the Company’s BankSub, nor the consummation by the Company Capital One or Merger Sub of the transactions contemplated hereby in accordance with (including the terms hereof or Mergers and the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMerger), or nor compliance by the Company Capital One or Merger Sub with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Capital One Charter or the certificate of incorporation, by-laws Capital One Bylaws or similar governing documents of any of its Subsidiaries, the Merger Sub Charter or the Merger Sub Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.4 are duly obtained, (x) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Capital One or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Capital One or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Capital One or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyCapital One.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the CompanyCompany (the "Company Board"). Consummation of The Company Board has determined that this Agreement and the transactions contemplated by Section 1.12 hereby are in the best interests of the Company and its stockholders, has resolved to recommend that holders of Company Common Stock vote in favor of the adoption of this Agreement and has been duly and validly approved by the Board of Directors of directed that this Agreement be submitted to the Company’s Bank. Except 's stockholders for adoption, and the Merger be submitted to the Company's stockholders for approval, at a duly held meeting of such stockholders (the "Company Stockholders Meeting"), and, except for the adoption of this Agreement and the approval of the Company Shareholder Matters Merger at such meeting by the requisite affirmative vote of the Company's shareholders and execution holders of a majority of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementCompany Shares issued an outstanding and entitled to vote thereon ("Company Stockholder Approval"), no other corporate proceedings on the part of the Company or vote by the Company’s Bank holders of any class or series of Company Capital Stock are necessary to approve or adopt this Agreement and 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 Parentthe other parties hereto) this Agreement constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar Laws affecting creditors' the rights of creditors generally and remedies generallythe availability of equitable remedies). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) assuming that the Company Stockholder Approval is obtained, violate any provision of the certificate of incorporation Company Charter or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 3.4 are duly obtainedobtained and/or made, (xA) violate any Law order, injunction or Order decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an "Injunction") or any federal, state, local or foreign laws, statutes, ordinances, rules, regulations, judgments, orders, Injunctions, decrees, arbitration awards, agency requirements, licenses and permits of all Governmental Entities (each, a "Law" and collectively, "Laws") applicable to the Company or Company, any of its Subsidiaries, the Company Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its the Company Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its the Company Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to in the case of clause (ii) above), for such as violations, conflicts, breaches, defaults, terminations, rights of termination or cancellation, accelerations or Liens that would not, individually or in the aggregate will not aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company Seller has full corporate power and authority to execute and deliver this Agreement andAgreement, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals Security Agreements and making all bank regulatory notifications the other documents required to effectuate be executed and delivered by Seller in connection herewith and therewith (collectively, the Merger “Seller Transaction Documents”) and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement and the other Seller Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by all requisite corporate action on the Board part of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly Seller, and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank Seller are necessary to approve this Agreement and the other Seller Transaction Documents and to consummate the transactions contemplated herebyhereby or thereby. This Agreement and each other Seller Transaction Document has been duly and validly executed and delivered by the Company Seller and (assuming the due authorization, execution and delivery by Parent) of this Agreement constitutes a and each other Seller Transaction Document by the other party or parties thereto) constitute the valid and binding obligation obligations of the CompanySeller, enforceable against the Company Seller in accordance with its their respective terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither Except as set forth on Schedule 4.3(b) and assuming that the filings, notifications, authorizations, consents, orders and/or approvals referred to in Section 4.4 are, as applicable, duly made and/or obtained, neither the execution and delivery of this Agreement or any other Seller Transaction Document by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankSeller, nor the consummation by the Company Seller of the transactions contemplated hereby in accordance with the terms hereof or the consummation thereby to be performed by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofit, or nor compliance by the Company Seller with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will (i) violate any provision of the certificate Certificate of incorporation Incorporation or by-laws Bylaws of Seller, the Company Company, or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesSubsidiary, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (xA) violate any Law or Order applicable law with respect to Seller, the Company or Company, any of its SubsidiariesSubsidiary, or any of their respective properties or assets, (B) result in the creation of any Encumbrance upon any of the Shares or upon any of the assets or properties of the Company or any Subsidiary, or (yC) violate, conflict with, result in a breach of any provision of of, or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller, the Company Company, or any of its Subsidiaries Subsidiary is a party, or by which they Seller, the Company, or any Subsidiary or any of their respective properties or assets may be bound or affected, except, with respect solely to clause (iiC) above, for such as violations, Encumbrances, conflicts, breaches or defaults which would not, individually or in the aggregate will not aggregate, have a Material Adverse Effect on the CompanyEffect.

Authority; No Violation. (a) The Company Parent has full corporate power and authority to execute and deliver this Agreement and, subject to (ix) the Parties’ obtaining (Ai) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (Bii) obtaining the other approvals listed in Section 3.04 4.4 of this Agreement and (iiy) the Company’s obtaining the approval of the CompanyParent’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the CompanyParent’s Bank Subsidiary has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to (x) the Parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and the Bank Merger and (ii) the other approvals listed in Section 4.4 of this Agreement, to consummate the transactions contemplated by Section 1.12 of this the Bank Merger Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the CompanyParent’s Board of Directors has (1i) determined that this Agreement and the Merger are fair to and in the best interests of the Company Parent and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2ii) approved this Agreement, the Merger and the other transactions contemplated hereby, (3iii) directed that this Agreement and the authorization to issue the shares of Parent Common Stock issuable pursuant to the Merger and certain related matters (including the “Company Shareholder Matters”shares of Common Stock subject to the New Stock Options) be submitted to the Company's Parent’s shareholders for approval at the Company Shareholders’ Parent Shareholders Meeting and (4iv) resolved to recommend that the CompanyParent’s shareholders approve the Merger and this Agreement such authorization at the Company Shareholders’ Meeting (the “Company Board Recommendation”)Parent Shareholders Meeting. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent. The execution and delivery of the Company. Consummation Bank Merger Agreement and the consummation of the transactions contemplated by Section 1.12 of this Agreement has thereby have been duly and validly approved by the Board of Directors of the CompanyParent’s Bank. Except for the approval of the Company Shareholder Matters above-mentioned authorization by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementParent’s shareholders, no other corporate proceedings on the part of the Company Parent or the CompanyParent’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and (assuming due authorization, execution and delivery by Parentthe Company) this Agreement constitutes a valid and binding obligation of the CompanyParent, enforceable against the Company Parent in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company Parent or the execution and delivery of the Bank Merger Agreement by the CompanyParent’s Bank, nor the consummation by the Company Parent of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the CompanyParent’s Bank of the transactions contemplated by Section 1.12 of this the Bank Merger Agreement in accordance with the terms thereof, or compliance by the Company Parent with any of the terms or provisions hereof or compliance by the CompanyParent’s Bank with any of the terms or provisions of Section 1.12 of this the Bank Merger Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Parent or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 4.4 of this Agreement are duly obtainedobtained and except as set forth in Section 4.3(b) of the Parent Disclosure Schedule, (x) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyParent.

Authority; No Violation. (a) Except as disclosed on Transferor Disclosure Schedule 5.2(a) ------------------------------------- (collectively, the "Transferor Approvals"), no consents, approvals, authorizations, clearances or orders of, filings or registrations with or notices to any third party or any Governmental Authority (collectively "Authorizations") are necessary on behalf of the Transferor in connection with (i) the execution and delivery by the Transferor of this Agreement and the other Contribution Agreements to which it is a party, (ii) the consummation by the Transferor of the transactions contemplated hereby and thereby and (iii) the performance of the Transferor's obligations under this Agreement and the other Contribution Agreements. The Company Transferor has the full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger other Contribution Agreements to which it is a party and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement thereby in accordance with the terms hereof and thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the other Contribution Agreements to which the Transferor is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Company. Consummation Transferor in accordance with the Articles of Association and Bylaws of the transactions contemplated by Section 1.12 of this Agreement has been duly Transferor and validly approved by the Board of Directors of the Company’s Bankwith applicable Laws (as defined below). Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementTransferor Approvals, no other corporate proceedings on the part of the Company or the Company’s Bank Transferor are necessary for the Transferor to approve execute and deliver this Agreement and the other Contribution Agreements to consummate which it is a party and for the transactions contemplated herebyTransferor to be bound by the terms hereof and thereof. This Agreement has and the other Contribution Agreements to which the Transferor is a party have been duly and validly executed and delivered by the Company Transferor and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a constitute the valid and binding obligation of the Company, Transferor enforceable against the Company Transferor in accordance with its and their terms, subject to receipt of the Transferor Approvals and except as enforcement to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the rights of creditors, generally, and (ii) general principles of equityequity (collectively, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallythe "Enforceability Exceptions"). (b) Neither the execution and delivery by the Transferor of this Agreement by and the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bankother Contribution Agreements to which it is a party, nor the consummation by the Company Transferor of the transactions contemplated hereby and thereby in accordance with the other terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms and thereof, or nor compliance by the Company Transferor with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will will: (i) violate any provision of the certificate Transferor's Articles of incorporation Association or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or Bylaws; (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement Transferor Approvals are duly obtained, (x) violate any Law United States federal, state or Order local or foreign statute, code, ordinance, rule, regulation, judgment, order, writ, ruling, decree or injunction of any Governmental Authority (collectively, "Laws") applicable to the Company Transferor or any of its Subsidiaries, or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, mortgage, security interest, pledge, charge, other right of third parties or other encumbrance (collectively, "Liens") upon any of the respective properties or assets of the Company or any of its Subsidiaries under, Transferred Assets under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Transferor is a party, or by which they it or any of their respective properties or assets the Transferred Assets may be bound or affected, affected except, with respect to clauses (ii) and (iii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyDivision or the Transferred Assets, and which will not prevent or materially delay the consummation of the transactions contemplated hereby.

Authority; No Violation. (a) The Each of the Company and SCCII has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval receipt of the Company’s shareholders as contemplated hereinRequired Stockholder Approval, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation by the Company and SCCII of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board boards of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval directors of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementSCCII, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated herebyrespectively. This Agreement has been duly and validly executed and delivered by the Company and SCCII and (assuming due authorization, execution and delivery by ParentParent and each Merger Sub) this Agreement constitutes a the valid and binding obligation of the CompanyCompany and SCCII, enforceable against the Company and SCCII in accordance with its terms, terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and fraudulent conveyance, insolvency, moratorium, reorganization or similar Laws affecting creditors' the rights of creditors generally and remedies generallythe availability of equitable remedies). (b) The boards of directors of the Company and SCCII have adopted resolutions, by the unanimous written consent of the directors in lieu of a meeting, (i) adopting and approving this Agreement and the transactions contemplated hereby, (ii) determining that this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interests of the Company and its stockholders and SCCII and its stockholders, respectively, (iii) recommending that the Company’s stockholders and SCCII’s stockholders adopt this Agreement and the transactions contemplated hereby, and (iv) directing that this Agreement and the transactions contemplated by this Agreement be submitted to the Company’s and SCCII’s stockholders, respectively, for approval and adoption. As of the date hereof, none of the aforesaid actions by the board of directors of the Company or SCCII has been amended, rescinded or modified. (c) The approval of this Agreement and the transactions contemplated by this Agreement by (i) the written consent of stockholders holding a majority of all the votes entitled to be cast by holders of outstanding Company Common Stock, (ii) the written consent of stockholders holding a majority of all the votes entitled to be cast by holders of outstanding SCCII Common Stock, (iii) the affirmative vote or written consent of the Majority Principal Investors (as defined in the Company Charter) and (iv) the approval of the Requisite Principal Investors (as such term is defined in the Company Principal Investor Agreement) pursuant to Section 2.2 of the Company Principal Investor Agreement (collectively, the “Required Stockholder Approval”), are the only other corporate proceedings on the part of the Company and SCCII necessary to approve this Agreement and to consummate the transactions contemplated hereby. (d) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, SCCII nor the consummation by the Company or SCCII of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank SCCII with any of the terms or provisions of Section 1.12 of this Agreement, will will, (i) assuming the Required Stockholder Approval is obtained, violate any provision of the certificate of incorporation or by-laws of Company Charter, the Company Bylaws, the SCCII Charter, the SCCII Bylaws or the certificate of incorporation, by-laws or similar governing any equivalent organizational documents of any of its Subsidiaries, other Company Subsidiary or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement are 4.4 shall have been duly obtainedobtained and/or made prior to the Effective Time and any waiting period required thereunder shall have been terminated or expired prior to the Effective Time, (xA) violate any Law or Order applicable to the Company, any Company or any of its Subsidiaries, Subsidiary or any of their respective properties or assets, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, amendment or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries Company Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which the Company or any of its Subsidiaries Company Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affectedaffected or (C) cause the suspension or revocation of any Company Permit; except for such violations, exceptconflicts, breaches, defaults, suspensions or revocations with respect to clause (ii) abovethat would not, such as individually or in the aggregate will not aggregate, reasonably be expected to have a Company Material Adverse Effect Effect. (e) Notwithstanding anything in this Agreement to the contrary, to the extent the accuracy of the Company’s representations and warranties set forth in this Section 4.3 is based on the accuracy of Parent’s representations and warranties in Section 5.14, the Company’s representations and warranties in this Section 4.3 shall be limited to the extent affected by any inaccuracy in Section 5.14.

Authority; No Violation. (a) The Company Each of M&T and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly adopted and approved by the Board of Directors of the CompanyM&T and Merger Sub. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of M&T has determined that the CompanyMerger, on the terms and conditions set forth in this Agreement, is in the best interests of M&T and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to M&T’s Bankshareholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Sub has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Merger Sub and its sole shareholder and has adopted a resolution to the foregoing effect. M&T, as Merger Sub’s sole shareholder, has approved this Agreement and the transactions contemplated hereby at a duly held meeting or by unanimous written consent. Except for the approval of the Company Shareholder Matters issuance of M&T Common Stock pursuant to this Agreement by the requisite affirmative vote of the Company's shareholders and execution holders of a majority of the Bank Merger Agreement outstanding M&T Common Stock present in accordance with Section 1.12 of this Agreementperson or represented by proxy at the M&T Shareholders Meeting (the “M&T Shareholder Approval”), no other corporate proceedings on the part of the Company M&T or the Company’s Bank Merger Sub are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company each of M&T and Merger Sub and (assuming due authorization, execution and delivery by ParentXxxxxx) this Agreement constitutes a the valid and binding obligation of the Companyeach of M&T and Merger Sub, enforceable against the Company M&T and Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, terms (subject to the Bankruptcy and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement by the Company M&T or the execution and delivery of the Bank Merger Agreement by the Company’s BankSub, nor the consummation by the Company M&T or Merger Sub of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company M&T or Merger Sub with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company M&T Articles or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesM&T Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 4.4 are duly obtainedobtained and/or made, (xA) violate any Law other law, judgment, order, injunction or Order decree applicable to the Company or M&T, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company M&T or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company M&T or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected, except, with respect to clause (ii) above), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as would not reasonably be likely, individually or in the aggregate will not aggregate, to have a Material Adverse Effect on the Company.M&T.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of the Company has determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and has adopted the plan of merger reflected in this Agreement and has directed that the plan of merger reflected in this Agreement be submitted to the Company’s Bankshareholders for approval at a duly held meeting of such shareholders, and has adopted a resolution to the foregoing effect. The Board of Directors of the Company has taken all necessary actions and made all necessary determinations under Article VIII of the Company Certificate required to render inapplicable to this Agreement Article VIII of the Company Certificate. Except for the approval of the Company Shareholder Matters plan of merger reflected in this Agreement by the requisite affirmative vote of the Company's shareholders and execution holders of a majority of the outstanding shares of Company Common Stock entitled to vote at such meeting and the approvals required in connection with the Bank Merger Agreement in accordance with Section 1.12 of this AgreementMergers, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and 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) this Agreement constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation Company Certificate or bythe Company By-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 3.4 are duly obtainedobtained and/or made, (xA) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order Injunction (as defined herein) applicable to the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective properties or assetsassets or, or with respect to the Bank Mergers, to the knowledge of the Company (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Companyis bound.

Authority; No Violation. (a) The Company Each of BancShares, FCB, and Merger Sub, as applicable, has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated herebyAgreement, and the Company’s Bank FCB has full corporate power and authority to execute and deliver the Bank Merger Agreement andAgreement, subject and in each case to the Parties’ , perform its obligations hereunder and thereunder and to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement hereby and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement by each BancShares Party, the performance by each BancShares Party of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly approved by the Boards of Directors of each BancShares Party. The Board of Directors of BancShares has determined that the Company. Consummation consummation of the transactions contemplated by Section 1.12 hereby, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of BancShares and its stockholders, and has adopted and approved this Agreement has been duly and validly approved by the transactions contemplated hereby (including the Merger and the Second Step Merger). The Board of Directors of FCB has determined that the CompanyMerger and the Second Step Merger, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of FCB and its shareholder, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger and the Second Step Merger), and has directed that this Agreement be submitted to FCB’s Bankshareholder for approval and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Sub has determined that the Merger and the Second Step Merger, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of Merger Sub and its shareholder, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger and the Second Step Merger), and has directed that this Agreement be submitted to Merger Sub’s shareholder for approval and has adopted a resolution to the foregoing effect. Except for the approval of the Company Shareholder Matters issuance of the shares of BancShares capital stock pursuant to this Agreement by the requisite affirmative vote of the Company's shareholders holders of at least a majority of the votes cast at the BancShares Meeting (the “Requisite BancShares Vote”), and execution the approval of the Bank Merger Agreement in accordance with Section 1.12 by the Board of this AgreementDirectors of FCB and BancShares as FCB’s sole shareholder, no other corporate proceedings on the part of the Company or the Company’s Bank any BancShares Party are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company each BancShares Party and (assuming due authorization, execution and delivery by ParentCIT) this Agreement constitutes a valid and binding obligation of the Companyeach BancShares Party, enforceable against the Company each BancShares Party in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The Bank Merger Agreement will be duly and validly executed and delivered by FCB and (assuming due authorization, execution and delivery by CIT Subsidiary Bank) will constitute a valid and binding obligation of equityFCB, whether applied enforceable against FCB in a court accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of law or a court of equityBancShares Class A Common Stock and New BancShares Preferred Stock to be issued in the Merger have been validly authorized, and by bankruptcywhen issued, insolvency will be validly issued, fully paid and nonassessable, and no current or past stockholder of BancShares will have any preemptive right or similar Laws affecting creditors' rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement by a BancShares Party, nor the Company execution, delivery, or the execution and delivery performance of the Bank Merger Agreement by the Company’s BankFCB, nor the consummation by the Company BancShares, Merger Sub, or FCB of the transactions contemplated hereby in accordance with or thereby (including the terms hereof or Merger, the consummation Second Step Merger, and the Bank Merger), nor compliance by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofBancShares, Merger Sub, or compliance by the Company FCB with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will (i) violate any provision of the certificate BancShares Certificate of incorporation or by-laws Incorporation, the BancShares Bylaws, the Merger Sub Certificate of Incorporation, the Company Merger Sub Bylaws, the FCB Articles of Incorporation, or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, FCB Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.4 are duly obtained, (x) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company any BancShares Party or any of its Subsidiaries, their Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company each BancShares Party or any of its their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company a BancShares Party or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as conflicts, breaches or defaults that either individually or in the aggregate will would not reasonably be expected to have a Material Adverse Effect on the CompanyBancShares Parties.

Authority; No Violation. (a) The Company Seller has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, including the Offer and the Company’s Bank has full corporate power Merger, and authority to execute and deliver comply with the Bank Merger Agreement andprovisions of this Agreement, subject subject, in the case of the Merger, to the Parties’ Seller Stockholder Approval. The approval, to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date adoption, execution and delivery of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and consummation by the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation Seller of the transactions contemplated hereby and the compliance by the Seller with the provisions of this Agreement have been duly and validly approved authorized by all necessary corporate action on the Board of Directors part of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly Seller, and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank Seller are necessary to approve authorize this Agreement, to comply with the terms of this Agreement and or to consummate the transactions contemplated hereby, subject, in the case of the Merger, to the Seller Stockholder Approval. The board of directors of the Seller, at a meeting duly called and held at which all directors of the Seller were present, duly and unanimously adopted resolutions (i) determining and declaring that this Agreement, the Offer and the Merger and the other transactions contemplated hereby are advisable, and in the best interest of the Seller and its stockholders, (ii) approving the Offer and the Merger in accordance with the DGCL, (iii) approving this Agreement, (iv) recommending that the Seller Stockholders accept the Offer, tender their shares of Seller Common Stock into the Offer, approve the Merger and adopt this Agreement and (v) determining that each member of the Seller Compensation Committee approving any plan, program, agreement, arrangement, payment or benefit as an Employment Compensation Arrangement in order to satisfy the non-exclusive safe harbor under Rule 14d-10(d)(2) is an “independent director” within the meaning of Rule 4200(a)(15) of The NASDAQ Stock Market LLC (an “Independent Director”), which resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly and validly executed and delivered by the Company Seller and (assuming due authorization, execution and delivery by Parentthe Parent and the Purchaser) this Agreement constitutes a the valid and binding obligation obligations of the CompanySeller, enforceable against the Company Seller in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither Assuming that all consents, authorizations, permits, waivers and approvals referred to in Section 5.4 of the Seller Letter have been obtained and all registrations, declarations, filings and notifications described in Section 5.4 of the Seller Letter have been made and any waiting periods thereunder have terminated or expired, neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, Seller nor the consummation by the Company Seller of the transactions contemplated hereby in accordance with hereby, including the terms hereof or Offer and the consummation by Merger, nor the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company Seller with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, do or will (i) conflict with or violate any provision of the certificate of incorporation or by-laws other organizational document of like nature or the bylaws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order applicable to the Company Seller or any of its Subsidiariessubsidiaries, (ii) conflict with or violate any statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Seller or any of their respective properties its subsidiaries or assets, by which any property or asset of the Seller or any of its subsidiaries is bound or affected or (yiii) violate, conflict with, result in a any violation or breach of or any provision of or the loss of any benefit under, or constitute a change of control or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give to others any right of termination termination, vesting, amendment, acceleration or cancellation underof, accelerate the performance required by, or result in the creation of any Lien a lien, security interest, charge or other Encumbrance upon any of the respective properties or assets of the Company Seller or any of its Subsidiaries subsidiaries pursuant to, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which the Company Seller or any of its Subsidiaries subsidiaries is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (iiiii) above, for any such as conflicts, violations, breaches, defaults, rights, liens, security interests, charges, other Encumbrances or entitlements which would not, either individually or in the aggregate will not aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect.

Authority; No Violation. (a) The Company Seller has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board unanimous vote of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s BankSeller. Except The Board of Directors of the Seller has directed that this Agreement and the transactions contemplated hereby, including the Merger, be submitted to the stockholders of the Seller for approval at a meeting of such stockholders and, except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite vote of the CompanySeller's shareholders stockholders, no other corporate action and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank Seller are necessary to approve authorize this Agreement and or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by the Company Seller and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a the valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms, except as that enforcement thereof may be limited by general principles the receivership, conservatorship and supervisory powers of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies bank regulatory agencies generally. (b) The Seller Bank has full power and authority to execute and deliver the Bank Merger Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly and validly approved by the unanimous action of the Board of Directors of the Seller Bank and the Seller as the sole stockholder of the Seller Bank. No other corporate action and no other corporate proceedings on the part of the Seller Bank are necessary to authorize the Bank Merger Agreement or the performance of the Seller Bank's obligations thereunder or to consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery by the Seller Bank, will be duly and validly executed and delivered by the Seller Bank and will constitute a legal, valid and binding obligation of the Seller Bank, enforceable against the Seller Bank in accordance with its terms, except that enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally. (c) Neither the execution and delivery of this Agreement by the Company Seller nor the consummation by the Seller of the transactions contemplated hereby or thereby; nor the execution and delivery of the Bank Merger Agreement by the Company’s Seller Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Seller Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or thereby; nor compliance by the Company Seller or the Seller Bank with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement hereof are duly obtained, (x) violate any Law statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Seller or the Seller Bank or by which any property or asset of its Subsidiaries, the Seller or any of their respective properties the Seller Bank is bound or assetsaffected, or (yii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Seller or any of its Subsidiaries under, the Seller Bank under any of the terms, conditions or provisions of (A) the Articles of Incorporation or other charter document of like nature or By-laws of the Seller or the Seller Bank, or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Seller is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to in the case of clause (iiii)(B) above, for such as violations, conflicts, breaches or defaults which either individually or in the aggregate will could not reasonably be expected to have a Material Adverse Effect on the CompanySeller.

Authority; No Violation. (a) The Company SIC has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval receipt of the Company’s shareholders as contemplated hereinSIC Stockholder Approval, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the SIC Board. The SIC Board of Directors has determined that the Merger, this Agreement, the issuance of the Company. Consummation of Merger Shares and the other transactions contemplated by Section 1.12 of this Agreement are advisable and in the best interests of SIC and its stockholders, has been approved the SIC Matters and has directed that the SIC Matters be submitted to the SIC’s stockholders for approval and adoption at a duly and validly approved by held meeting of such stockholders, together with the Board of Directors recommendation of the Company’s BankSIC Board that the stockholders approve and adopt the SIC Matters (the “SIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for the approval and adoption of the Company Shareholder SIC Matters (i) with respect to the Merger and the Amended and Restated Charter, by the requisite affirmative vote of the Company's shareholders and execution holders of a majority of the Bank Merger Agreement outstanding shares of SIC Common Stock, (ii) with respect to the Charter Amendment by the affirmative vote of the holders of at least two-thirds (2/3s) of the outstanding shares of SIC Common Stock, and (iii) with respect to the approval of the New Investment Advisory Agreement, the affirmative vote of the holders of the lesser of (A) 67% or more of the shares present (either in accordance with Section 1.12 person or by proxy) at the SIC Stockholder Meeting and entitled to vote thereat and (B) a majority of this Agreementthe outstanding shares of SIC Common Stock at the SIC Stockholder Meeting (collectively, the foregoing (i), (ii) and (iii), the “SIC Stockholder Approval”), no other corporate proceedings on the part of the Company or the Company’s Bank SIC are necessary to approve the Merger, this Agreement Agreement, the issuance of the Merger Shares and to consummate the Settlement Shares or the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company SIC and (assuming due authorization, execution and delivery by ParentMCC) this Agreement constitutes a the valid and binding obligation of the CompanySIC, enforceable against the Company SIC in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, terms (subject to the Bankruptcy and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, SIC nor the consummation by the Company SIC of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company SIC with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation SIC Charter or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesSIC Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 5.4 are duly obtainedobtained and/or made, (xA) violate any Applicable Law or Order applicable to the Company SIC or any of its Subsidiaries, or any of their respective properties or assets, or (yB) except as would not, individually or in the aggregate, have a Material Adverse Effect on SIC, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company SIC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which the Company SIC or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected(collectively, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company“SIC Contracts”).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Option Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Company. Consummation Company prior to the date hereof (which approval satisfies in full the requirements of the transactions contemplated MGCL regarding approval by Section 1.12 a board of this Agreement has been duly directors), and validly approved by the such approval is in full force and effect. The Board of Directors of the Company has adopted a resolution declaring advisable the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s Bank. Except 's stockholders for approval at a meeting of such stockholders and, except for the approval of the Company Shareholder Matters this Agreement by the requisite affirmative vote of the Company's shareholders and execution holders of a majority of the Bank Merger Agreement in accordance with Section 1.12 votes of this Agreementthe outstanding shares of the Company Common Stock entitled to vote thereon, no other corporate proceedings on the part of the Company or the Company’s Bank and no other stockholder votes are necessary to approve this Agreement and to consummate the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has resolved to recommend that the Company's stockholders approve the Merger. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and SRH) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. In addition, except as enforcement may be limited the Board of Directors has taken all requisite action such that the freezeout, special shareholder voting and other requirements imposed by general principles Sections 3-601 through 3-604 and 3-701 through 3-709 of equity, whether applied in a court of law or a court of equitythe MGCL, and by bankruptcythe provisions of any other applicable "freezeout", insolvency and "fair price", "moratorium", "control share acquisition" or other similar Laws affecting creditors' rights and remedies generally. (b) Neither anti-takeover statute or regulation enacted under state, federal or foreign laws, are not applicable to the execution and delivery of Merger, this Agreement, the Option Agreement by the Company or the execution and delivery of the Bank Merger Stockholder Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision the Option Agreement and the Shareholders Agreement. No holder of Company Capital Stock shall have the right to appraisal or to demand or receive payment of the certificate fair value of incorporation such Company Capital Stock from the Successor Corporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order applicable other Person pursuant to the Company MGCL or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Companyotherwise.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s Bank. Except 's stockholders for approval at a meeting of such stockholders and, except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementstockholders, no other corporate proceedings (except for regulatory approvals) on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by 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, except as enforcement may be limited by general principles of equity, equity whether applied in a court of law or a court of equity, equity and by bankruptcy, insolvency and similar Laws laws affecting creditors' rights and remedies generally. (b) Neither The Company Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of the Company Bank. Upon the due and valid approval of the Bank Merger Agreement by the Company as the sole stockholder of the Company Bank and by the Board of Directors of the Company Bank, no other corporate proceedings on the part of the Company Bank will be necessary to consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery by the Company Bank, will be duly and validly executed and delivered by the Company Bank and will (assuming due authorization, execution and delivery by First Savings Bank) constitute a valid and binding obligation of the Company Bank, enforceable against the Company Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 3.3(c) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Company Bank, nor the consummation by the Company or the Company Bank, as the case may be, of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofthereby, or nor compliance by the Company or the Company Bank, as the case may be, with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will (i) violate any provision of the certificate Certificate of incorporation Incorporation or byBy-laws Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 hereof are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to except (iiin the case of clause (y) above) for such violations, such as conflicts, breaches or defaults which, either individually or in the aggregate will aggregate, would not have or be reasonably likely to have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company Buyer has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, . The execution and delivery of this Agreement by the Buyer and the Company’s consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Buyer. No other corporate action and no other corporate proceedings on the part of the Buyer are necessary to authorize this Agreement or to consummate the Merger. This Agreement has been duly and validly executed and delivered by the Buyer and constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms. (b) The Buyer Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement andAgreement, subject to the Parties’ , perform its obligations thereunder and to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement the Bank Merger Agreement, the performance of its obligations thereunder and the consummation of the transactions contemplated hereby thereby have been duly and validly approved by the Board unanimous action of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Buyer Bank and the Buyer as the sole stockholder of the Buyer Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders No other corporate action and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Buyer Bank are necessary to approve this authorize the Bank Merger Agreement and or the performance of the Buyer Bank's obligations thereunder or to consummate the transactions contemplated herebythereby. This Agreement has been The Bank Merger Agreement, upon execution and delivery by the Buyer Bank, will be duly and validly executed and delivered by the Company Buyer Bank and (assuming due authorizationwill constitute a legal, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of the CompanyBuyer Bank, enforceable against the Company Buyer Bank in accordance with its terms, except as enforcement may . Buyer shall cause the Bank Merger Agreement to be limited approved by general principles the stockholders of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallythe Buyer Bank prior to the Effective Time. (bc) Neither the execution and delivery of this Agreement by the Company Buyer nor the consummation by the Buyer of the transactions contemplated hereby or thereby; nor the execution and delivery of the Bank Merger Agreement by the Company’s Buyer Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Buyer Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or thereby; nor compliance by the Company Buyer or the Buyer Bank with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.04 hereof are duly obtained, (x) violate any Law statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Buyer or any of its Subsidiaries, Subsidiaries or by which any property or asset of the Buyer or any of their respective properties its Subsidiaries is bound or assetsaffected, or (yii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Buyer or any of its Subsidiaries under, under any of the terms, conditions or provisions of (A) the Articles of Incorporation or other charter document of like nature or By-laws of the Buyer or any of its Subsidiaries, or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Buyer is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to in the case of clause (iiii)(B) above, for such as violations, conflicts, breaches or defaults which either individually or in the aggregate will could not reasonably be expected to have a Material Adverse Effect on the CompanyBuyer.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals stockholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the Bank Merger have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of the Company has determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company and its stockholders, has declared it advisable and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s Bankstockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite affirmative vote of the Company's shareholders holders of a majority of the outstanding shares of Company Class A Common Stock (the “Requisite Company Vote”), and execution the adoption and approval of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementby the Company as Company Bank’s sole shareholder, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and or to consummate the transactions contemplated herebyhereby (other than the submission to the stockholders of the Company of an advisory (non-binding) vote on the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement has been duly and validly executed and delivered by 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 enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and similar Laws affecting creditors' rights and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with hereby, including the terms hereof or Merger and the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMerger, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation Company Certificate or by-laws of the Company Bylaws (or the certificate of incorporation, by-laws or similar governing organizational documents of any subsidiary of its Subsidiaries, the Company) or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clause (y) above) for such violations, such as conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

Authority; No Violation. (ai) The Company Peoples has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals shareholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Parent Merger and the Subsidiary Mergers have been duly and validly approved by the Board of Directors of the CompanyPeoples. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors Peoples has determined that the Parent Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Peoples and its shareholders and has adopted a resolution to the Company’s Bankforegoing effect. Except for the approval of this Agreement, and the Company Shareholder Matters transactions contemplated herein, including but not limited to the authorization of such additional Peoples Common Shares as are necessary to consummate the transactions contemplated hereby, by the requisite affirmative vote of the Company's shareholders holders of a majority of the outstanding shares of Peoples Common Shares (the “Requisite Peoples Vote”), and execution the adoption and approval of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementAgreements by Peoples, as Peoples Bank sole shareholder, no other corporate proceedings on the part of the Company or the Company’s Bank Peoples are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Peoples and (assuming due authorization, execution and delivery by ParentPeoples) this Agreement constitutes a valid and binding obligation of the CompanyPeoples, enforceable against the Company Peoples in accordance with its terms, terms (except in all cases as enforcement enforceability may be limited by general principles of equitybankruptcy, whether applied insolvency, moratorium, reorganization). The Peoples Common Shares to be issued in a court of law or a court of equitythe Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and by bankruptcy, insolvency and no current or past shareholder of Peoples will have any preemptive right or similar Laws affecting creditors' rights and remedies generallyin respect thereof. (bii) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankPeoples, nor the consummation by the Company Peoples of the transactions contemplated hereby in accordance with hereby, including the terms hereof or Merger and the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofSubsidiary Mergers, or nor compliance by the Company Peoples with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (iA) violate any provision of the certificate of incorporation or by-laws of the Company Peoples Articles or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesPeoples Regulations, or (iiB) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 5.02(e) are duly obtained, (x1) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or Peoples, any of its Subsidiaries, the Peoples Subsidiaries or any of their respective properties or assets, assets or (y2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Peoples or any of its the Peoples Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Peoples or any of its the Peoples Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clause (2) above) for such violations, such as conflicts, breaches or defaults which would not, either individually or in the aggregate will not aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyPeoples.

Authority; No Violation. (a) The Company Parent has full corporate power and authority to execute and deliver this Agreement and, and subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 4.04 of this Agreement and Agreement, (ii) the CompanyParent’s obtaining the approval of the CompanyParent’s shareholders as contemplated herein, herein and to consummate the transactions contemplated hereby, and the CompanyParent’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the CompanyParent’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company Parent and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the authorization to issue the shares of Parent Common Stock issuable pursuant to the Merger and certain related matters (the “Company Parent Shareholder Matters”) be submitted to the CompanyParent's shareholders for approval at the Company Shareholders’ Parent Shareholders Meeting and (4) resolved to recommend that the CompanyParent’s shareholders approve approve, at the Parent Shareholders Meeting, this Agreement, the Merger, and the authorization to issue the shares of Parent Common Stock issuable pursuant to the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Parent Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the CompanyParent. Consummation The consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the CompanyParent’s Bank. Except for the approval of the Company Parent Shareholder Matters by the requisite vote of the Company's shareholders Parent’s shareholders, and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company Parent or the CompanyParent’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Pxxxxx and (assuming due authorization, execution and delivery by Parentthe Company) this Agreement constitutes a valid and binding obligation of the CompanyParent, enforceable against the Company Parent in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company Parent or the execution and delivery of the Bank Merger Agreement by the CompanyParent’s Bank, nor the consummation by the Company Parent of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the CompanyParent’s Bank of the transactions contemplated by the Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company Parent with any of the terms or provisions hereof or compliance by the CompanyParent’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Parent or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 4.04 of this Agreement are duly obtainedobtained and except as set forth in Section 4.03(b) of the Parent Disclosure Schedule, (x) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyParent.

Authority; No Violation. (a) The Company Each of Banknorth and Banknorth Delaware has full corporate power and authority to execute and deliver this Agreement and the Stockholders Agreement which was entered into by Banknorth, Banknorth Delaware and TD concurrently with the execution and delivery of this Agreement, in the form of Exhibit E hereto (the “Stockholders Agreement”), and the agreements and instruments contemplated hereby and thereby, and to perform its obligations hereunder and thereunder and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 approval of this Agreement with respect to the Migratory Merger by the affirmative vote of the holders of a majority of the outstanding shares of Banknorth Common Stock (the “Required Banknorth Vote”) and (ii) the Company’s obtaining adoption of this Agreement with respect to the approval Mergers by Banknorth as the sole stockholder of Banknorth Delaware at a meeting of such sole stockholder (the Company’s shareholders as contemplated herein“Banknorth Delaware Required Vote”), to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement, the Stockholders Agreement and the agreements and instruments contemplated hereby and thereby and the performance and consummation of the transactions contemplated hereby and thereby have been duly and validly approved by all requisite corporate and stockholder action of Banknorth and Banknorth Delaware, subject to (i) the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 approval of this Agreement has been duly and validly approved with respect to the Migratory Merger by the Board of Directors Required Banknorth Vote in the case of the Company’s Bank. Except for the approval consummation of the Company Shareholder Matters Migratory Merger and (ii) the adoption of this Agreement with respect to the Mergers by the requisite vote Banknorth Delaware Required Vote in the case of the Company's shareholders and execution consummation of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementMergers, and no other corporate or stockholder proceedings on the part of the Company either Banknorth or the Company’s Bank are Banknorth Delaware is necessary to approve this Agreement, the Stockholders Agreement or the agreements and instruments contemplated hereby or thereby or to perform and consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by the Company Banknorth and Banknorth Delaware and (assuming due authorization, execution and delivery by ParentTD and Berlin Mergerco) this Agreement constitutes a valid and binding obligation of the CompanyBanknorth and Banknorth Delaware, enforceable against the Company Banknorth and Banknorth Delaware in accordance with its terms, except as enforcement may be limited by general principles of equity, equity whether applied in a court of law or a court of equity, equity and by bankruptcy, insolvency and similar Laws laws affecting creditors' ’ rights and remedies generally. (b) Neither Except as set forth in Section 3.3(b) of the Banknorth Disclosure Schedule, neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Stockholders Agreement by the Company’s Bank, Banknorth and Banknorth Delaware nor the performance and consummation by the Company Banknorth and Banknorth Delaware of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofthereby, or nor compliance by the Company Banknorth and Banknorth Delaware with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Amended Articles or the certificate of incorporation, byBanknorth By-laws or any of the similar governing documents of any of its Subsidiaries, Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or Banknorth, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Banknorth or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Banknorth or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to except (iiin the case of clause (y) above) for such violations, such as conflicts, breaches, defaults or other events which, either individually or in the aggregate aggregate, will not have and would not reasonably be expected to have a Material Adverse Effect on Banknorth. (c) Banknorth and its Board of Directors have taken all action necessary, including by executing and delivering Amendment No. 1 to the CompanyBanknorth Rights Agreement in the form set forth in Exhibit F hereto, to (i) render the preferred stock purchase rights issued pursuant to the Banknorth Rights Agreement (the “Banknorth Rights”) inapplicable to this Agreement, the Stockholders Agreement and the transactions contemplated hereby and thereby, including, without limitation, the Migratory Merger, and (ii) ensure that (A) neither TD nor any of its Affiliates or Associates (as defined in the Banknorth Rights Agreement) is or will become an “Acquiring Person” (as defined in the Banknorth Rights Agreement) by reason of or as a result of the approval, execution, delivery or adoption of this Agreement or the Stockholders Agreement or the approval, adoption or consummation of the Mergers or any other transaction contemplated hereby or thereby, (B) neither a “Shares Acquisition Date” nor a “Distribution Date” (in each case as defined in the Banknorth Rights Agreement) shall occur by reason of or as a result of the approval, execution, delivery or adoption of this Agreement or the Stockholders Agreement or the approval, adoption or consummation of the Mergers or any other transaction contemplated hereby or thereby, (C) the Banknorth Rights shall not become exercisable or separate from the shares of Banknorth Common Stock to which they are attached by reason of or as a result of the approval, execution, delivery or adoption of this Agreement or the Stockholders Agreement or the approval, adoption or consummation of the Mergers or any other transaction contemplated hereby or thereby and (D) the Banknorth Rights shall expire immediately prior to the Migratory Merger Effective Time.

Authority; No Violation. (a) The Company Each of SIC and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval receipt of the Company’s shareholders as contemplated hereinSIC Stockholder Approval, to consummate the transactions contemplated hereby; provided, and that in the Company’s Bank has full corporate power and authority to execute and deliver the Bank case of Merger Agreement andSub, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests consummation of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby is subject to be advisable, the approval and adoption of this Agreement by the sole stockholder of Merger Sub (2) approved which will occur via written consent in lieu of a meeting promptly following the execution and delivery of this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors SIC Board, acting upon recommendation of the CompanySIC Special Committee, and the Merger Sub Board. Consummation of The Merger Sub Board has (i) determined that this Agreement and the transactions contemplated by Section 1.12 hereby, including the Merger, are advisable and fair to, and in the best interests of, Merger Sub and SIC, as the sole stockholder of Merger Sub, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to SIC, as the sole stockholder of Merger Sub, for its adoption, and (iv) recommended that SIC, as the sole stockholder of Merger Sub, approve the adoption of this Agreement has been duly and validly approved by Agreement. The SIC Board, acting upon the Board of Directors recommendation of the CompanySIC Special Committee, has unanimously determined that the Merger, this Agreement, the issuance of the Merger Shares and the other transactions contemplated by this Agreement are advisable and in the best interests of SIC and its stockholders, has approved the SIC Matters and has directed that the SIC Matters be submitted to the SIC’s Bankstockholders for approval and adoption at a duly held meeting of such stockholders, together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “SIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for the approval and adoption of the Company Shareholder SIC Matters at the SIC Stockholder Meeting (i) with respect to the Merger, the Amended and Restated Charter, and any other matters required to be approved or adopted by the requisite stockholders of SIC in order to effect the Merger, the related issuance of the Merger Shares, and the other transactions contemplated by this Agreement (other than the Charter Amendment), by the affirmative vote of the Company's shareholders and execution holders of a majority of the Bank outstanding shares of SIC Common Stock and (ii) with respect to the Charter Amendment by the affirmative vote of the holders of at least two-thirds (⅔) of the outstanding shares of SIC Common Stock (collectively, the foregoing (i) and (ii), the “SIC Stockholder Approval”), and the approval by SIC, in its capacity as the sole stockholder of Merger Agreement Sub (which will occur via written consent in accordance with Section 1.12 lieu of a meeting promptly following the execution and delivery of this Agreement), no other corporate proceedings on the part of the Company SIC or the Company’s Bank Merger Sub are necessary to approve the Merger, this Agreement and to consummate Agreement, the issuance of the Merger Shares or the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company SIC and Merger Sub (assuming due authorization, execution and delivery by ParentMDLY) this Agreement constitutes a the valid and binding obligation of the Companyeach of SIC and Merger Sub, enforceable against SIC and Merger Sub, as the Company case may be, in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, terms (subject to the Bankruptcy and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement by the Company SIC or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, Sub nor the consummation by the Company SIC or Merger Sub of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company SIC or Merger Sub with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation SIC Charter, SIC Bylaws, Merger Sub Certificate or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesMerger Sub Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 5.4 are duly obtainedobtained and/or made, (xA) violate any Applicable Law or Order applicable to the Company Merger Sub, SIC or any of its Subsidiaries, or any of their respective properties or assets, or (yB) except as would not, individually or in the aggregate, have a Material Adverse Effect on SIC, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Merger Sub, SIC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which the Company Merger Sub, SIC or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected(collectively, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company“SIC Contracts”).

Authority; No Violation. (a) The Company Each of Purchaser and Sub has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously adopted and approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly Purchaser, and validly approved by the Board of Directors of Purchaser has determined that the CompanyMerger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Purchaser and its shareholders, and has directed that this Agreement and the transactions contemplated hereby be submitted to Purchaser’s Bankshareholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the Company Shareholder Matters transactions contemplated hereby with respect to the issuance of Purchaser Common Stock in connection with the Merger pursuant to NASDAQ Listing Rule 5635 by the requisite affirmative vote of the Company's shareholders and execution a majority of the Bank Merger Agreement total votes cast in accordance with Section 1.12 of this Agreementfavor thereof (the “Purchaser Shareholder Approval”), no other corporate proceedings on the part of the Company or the Company’s Bank Purchaser are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Purchaser and (assuming due authorization, execution and delivery by ParentCompany) this Agreement constitutes a the valid and binding obligation of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, terms (subject to the Bankruptcy and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankAgreement, nor the consummation by the Company Purchaser and Sub, as applicable, of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate articles of incorporation or by-laws bylaws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesPurchaser, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 4.4 are duly obtainedobtained and/or made, (xA) violate any Law or Order applicable to the Company or Purchaser, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which the Company Purchaser or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected, except, with respect to clause (ii) above), for any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as would not reasonably be expected, individually or in the aggregate will not aggregate, to have a Material Adverse Effect on the CompanyPurchaser.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 adoption of this Agreement and (ii) by the Company’s obtaining the approval affirmative vote of the Company’s shareholders holders of a majority of the outstanding shares of Company Class A Common Stock and Company Class B Common Stock, voting together as contemplated hereinone class, by written consent of the stockholders of the Company in lieu of a meeting or at a meeting (collectively, the “Requisite Company Vote”), to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Company Board. The Company Board of Directors of the Company. Consummation of has approved and declared advisable this Agreement and the transactions contemplated by Section 1.12 of hereby, including the Merger, and determined that this Agreement and the transactions contemplated hereby, including the Merger, on the terms and conditions set forth in this Agreement, are in the best interests of the Company and its stockholders and has been duly directed that this Agreement and validly approved by the Board of Directors of transactions contemplated hereby be submitted to the Company’s Bankstockholders for adoption and has adopted a resolution making a recommendation to the foregoing effect. Except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementRequisite Company Vote, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and or to consummate the Merger. As of the date hereof, the Stockholder holds 364,441,146 shares of the Company Class B Common Stock, which represent a majority of the outstanding shares of Company Class A Common Stock and Company Class B Common Stock, voting together as one class. The Company Board has approved, for purposes of Article X of the Company Charter, Parent becoming an “interested stockholder” within the meaning of such Article X by virtue of the execution, delivery and performance of the Voting and Support Agreement, such that, as of the date of this Agreement and at and as of the Effective Time, Article X of the Company Charter (including any successor thereto) will not be applicable to Parent or any “business combination” within the meaning of Article X of the Company Charter that may take place in connection with the transactions contemplated herebyby this Agreement and the Voting and Support Agreement, including the Merger. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parenteach of Parent and Merger Sub) 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 enforcement such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyequity (the “Enforceability Exceptions”)). (b) Neither Subject to the receipt of the Requisite Company Vote, neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation Company Charter or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesBylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 3.4 are duly obtainedobtained and/or made, (xA) violate any Law or Order applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (in the case of clause (ii) above) for such violations, such as conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate will aggregate, would not reasonably be likely to (1) have a Material Adverse Effect on the CompanyCompany or (2) prevent or materially impair the ability of the Company to consummate the Merger and the transactions contemplated by this Agreement.

Authority; No Violation. (a) The Company Partners has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals shareholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Mergers) have been duly and validly approved by the Board of Directors of the CompanyPartners. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of Partners has (i) determined that the Company’s Banktransactions contemplated hereby, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of Partners and its shareholders, (ii) adopted, approved and declared advisable this Agreement and the transactions contemplated hereby (including the Merger), (iii) has directed that this Agreement and the transactions contemplated hereby be submitted to Partners’ shareholders for approval at a duly called and convened meeting of such shareholders, (iv) has recommended that the shareholders of Partners approve this Agreement and the transactions contemplated hereby and (v) has approved resolutions to the foregoing effect. Except for (i) the approval of the Company Shareholder Matters this Agreement by the requisite affirmative vote of the Company's shareholders and holders of at least two-thirds of all of the votes entitled to be cast at the Partners Meeting by the holders of shares entitled to vote thereon (the “Requisite Partners Vote”), (ii) the authorization of the execution of the Bank Merger Agreement in accordance with Section 1.12 Agreements by the Boards of Directors of TBOD and VPB, as applicable, and the approval of the Bank Merger Agreements by Partners as the sole shareholder of TBOD and VPB and (iii) if applicable, an advisory (non-binding) vote on the compensation that may be paid or become payable to Partners’ named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank Partners are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Partners and (assuming due authorization, execution and delivery by ParentLINK) this Agreement constitutes a valid and binding obligation of the CompanyPartners, enforceable against the Company Partners in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and similar Laws affecting creditors' rights and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, Partners nor the consummation by the Company Partners of the transactions contemplated hereby in accordance with (including the terms hereof or Merger and the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMergers), or nor compliance by the Company Partners with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Partners Certificate or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Partners Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Partners or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Partners Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Partners or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Partners or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as conflicts, breaches or defaults which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on Partners. (c) The Board of Directors of TBOD has approved the CompanyTBOD Bank Merger Agreement. Partners, as the sole shareholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by LINKBANK) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. Partners, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by LINKBANK) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company Each of Knight, the Company, Merger Sub A, Merger Sub B and Merger Sub C (collectively, the “Knight Companies”) has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals approval and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 adoption of this Agreement and the Knight Merger by the stockholders of Knight (ii) solely in the Company’s obtaining the approval case of the Company’s shareholders as contemplated hereinKnight), to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation each of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Knight Companies. The Board of Directors of each of the Company’s BankKnight Companies has determined that this Agreement is advisable and in the best interests of its respective stockholders and has directed that this Agreement be submitted to its respective stockholders for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement and the Company Shareholder Matters Knight Merger by the requisite affirmative vote of the Company's shareholders and execution holders of a majority of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, outstanding Knight Common Stock (the “Knight Stockholder Approval”) no other corporate proceedings on the part of the Company or the Company’s Bank Knight Companies are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Company Knight Companies, and (assuming due authorization, execution and delivery by ParentGETCO and Blocker) this Agreement constitutes a valid and binding obligation of the CompanyKnight Companies, enforceable against the Company each such party in accordance with its terms, terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, the Bankruptcy and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery any of the Bank Merger Agreement by the Company’s Bank, Knight Companies nor the consummation by any of the Company Knight Companies of the transactions contemplated hereby in accordance with the terms hereof or the consummation hereby, nor compliance by the Company’s Bank any of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company Knight Companies with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation Knight Certificate, Knight Bylaws or by-laws the Knight Subsidiary Governing Documents, or any provision of the Company or the certificate of incorporation, by-laws or similar governing organizational documents of any of its Subsidiariesthe Company, Merger Sub A, Merger Sub B or Merger Sub C, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 4.4 are duly obtainedobtained and/or made, (xA) violate any Law law, judgment, order, injunction or Order decree applicable to the Company or Knight, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, or any of the other Knight Companies, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation cancelation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Knight or any of its Subsidiaries under(including the other Knight Companies), under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, deed of trust, licensePermit, leaseContract, agreement bylaw or other instrument or obligation to which the Company Knight or any of its Subsidiaries (including the other Knight Companies) is a party, party or by which they any of them or any of their respective properties or assets may be bound or affectedis bound, exceptother than, with respect to in the case of clause (ii) above), any such as violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate will not have aggregate, have, or reasonably be expected to have, a Material Adverse Effect on the CompanyKnight.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals shareholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the Bank Merger have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly , and validly approved by the Board of Directors of the Company has adopted this Agreement. 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 shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s Bankshareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of the Company Shareholder Matters this Agreement by the requisite affirmative vote of the Company's shareholders holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”), and execution the adoption and approval of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementby the Company as its sole shareholder, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and or to consummate the transactions contemplated herebyhereby (other than the submission to the shareholders of the Company of an advisory (non-binding) vote on the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement has been duly and validly executed and delivered by 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 enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and similar Laws affecting creditors' rights and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with hereby, including the terms hereof or Merger and the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMerger, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation Company Articles or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clause (y) above) for such violations, such as conflicts, breaches or defaults which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (ix) the Parties’ obtaining (Ai) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (Bii) obtaining the other approvals listed in Section 3.04 3.4 of this Agreement and (iiy) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to (x) the Parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and the Bank Merger and (ii) the other approvals listed in Section 3.4 of this Agreement, to consummate the transactions contemplated by Section 1.12 of this the Bank Merger Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2ii) approved this Agreement, the Merger and the other transactions contemplated hereby, (3iii) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) transactions contemplated hereby be submitted to the Company's ’s shareholders for approval at the Company Shareholders’ Meeting and (4iv) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation The execution and delivery of the transactions contemplated by Section 1.12 of this Bank Merger Agreement has have been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement’s shareholders, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by 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, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this the Bank Merger Agreement in accordance with the terms thereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this the Bank Merger Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 3.4 of this Agreement are duly obtainedobtained and except as set forth in Section 3.3(b) of the Company Disclosure Schedule, (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals shareholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ actions described below, to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Mergers have been duly and validly approved by the Board of Directors of the Company. Consummation The Board of Directors of Company has duly adopted resolutions pursuant to which it has determined that the consummation of the transactions contemplated by Section 1.12 this Agreement (including the Mergers and the Bank Merger), on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Company and its shareholders, has adopted and approved this Agreement and the transactions contemplated by this Agreement (including the Mergers), has directed that this Agreement be submitted to Company’s shareholders for approval at a meeting of such shareholders and resolved to recommend that the Company’s shareholders approve this Agreement and the transactions contemplated by this Agreement. Except for (i) the approval of this Agreement has been duly and validly approved the transactions contemplated by this Agreement (including the Mergers) by the Board affirmative vote of Directors a majority of the Company’s Bank. Except for outstanding shares of Company Common Stock entitled to vote on this Agreement pursuant to Section 23B.11.030(5) of the approval WBCA and Article 5 of the Company Shareholder Matters by Certificate of Incorporation (the requisite vote of “Requisite Company Vote”), and (ii) the Company's shareholders approval and execution adoption of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementby Company as Company Bank’s sole shareholder, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and or to consummate the transactions contemplated herebyby this Agreement. 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) 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 enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and similar Laws affecting creditors' rights and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with (including the terms thereofMergers and the Bank Merger), or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate Company Certificate of incorporation Incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 are duly obtained, (x) violate any Law law, statute, code, ordinance, rule, regulation or Government Order applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as individually conflicts, breaches, defaults, terminations, cancellations, accelerations or in the aggregate will creations that would not reasonably be expected to have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company Each of Purchaser and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously adopted and approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly Purchaser and validly approved by Merger Sub, and the Board of Directors of Purchaser has determined that the CompanyMerger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Purchaser and its shareholders, and has directed that this Agreement and the transactions contemplated hereby be submitted to Purchaser’s Bankshareholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the Company Shareholder Matters transactions contemplated hereby (including the issuance of Purchaser Common Stock in connection with the Merger) by the requisite affirmative vote of a majority of all the Company's shareholders and execution votes cast on the issuance proposal, provided that a majority of the Bank Merger Agreement in accordance with Section 1.12 outstanding shares of this AgreementPurchaser Common Stock on the record date are cast on the issuance proposal (the “Purchaser Shareholder Approval”), no other corporate proceedings on the part of the Company or the Company’s Bank Purchaser are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. Neither Purchaser nor any of its Significant Subsidiaries has been charged as an entity with a federal crime relating to financial services by way of an indictment, filing of an information or a criminal complaint. This Agreement has been duly and validly executed and delivered by the Company each of Purchaser and Merger Sub and (assuming due authorization, execution and delivery by ParentCompany) this Agreement constitutes a the valid and binding obligation of the Companyeach of Purchaser and Merger Sub, enforceable against the Company each of Purchaser and Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, terms (subject to the Bankruptcy and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankAgreement, nor the consummation by the Company Purchaser and Merger Sub, as applicable, of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws bylaws of the Company Purchaser or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesMerger Sub, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 4.4 are duly obtainedobtained and/or made, (xA) violate any Law or Order applicable to the Company or Purchaser, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which the Company Purchaser or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected, except, with respect to clause (ii) above), for any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as would not reasonably be expected, individually or in the aggregate will not aggregate, to have a Material Adverse Effect on the CompanyPurchaser.

Authority; No Violation. (a) The Company Xxxxxx Valley has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of the CompanyXxxxxx Valley. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of Xxxxxx Valley has determined that the CompanyMerger, on the terms and conditions set forth in this Agreement, is in the best interests of Xxxxxx Valley and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Xxxxxx Valley’s Bankstockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite affirmative vote of the Company's shareholders holders of two-thirds of the outstanding shares of Xxxxxx Valley Common Stock (the “Requisite Xxxxxx Valley Vote”), and execution the adoption and approval of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementby Xxxxxx Valley Bank and Xxxxxx Valley as its sole stockholder, no other corporate proceedings on the part of the Company or the Company’s Bank Xxxxxx Valley are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Xxxxxx Valley and (assuming due authorization, execution and delivery by ParentSterling) this Agreement constitutes a valid and binding obligation of the CompanyXxxxxx Valley, enforceable against the Company Xxxxxx Valley in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallythe Enforceability Exceptions). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, Xxxxxx Valley nor the consummation by the Company Xxxxxx Valley of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company Xxxxxx Valley with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Xxxxxx Valley Certificate or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Xxxxxx Valley Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Xxxxxx Valley or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Xxxxxx Valley or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Xxxxxx Valley or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clause (y) above) for such violations, such as conflicts, breaches or defaults which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on Xxxxxx Valley. (c) Xxxxxx Valley Bank has adopted the CompanyBank Merger Agreement, Xxxxxx Valley, as the sole stockholder of Xxxxxx Valley Bank, shall, promptly hereafter, approve the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by Xxxxxx Valley Bank.

Authority; No Violation. (a) The Company CIT has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 receipt of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinCIT's shareholders, to consummate the transactions contemplated hereby, hereby and by the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 Plan of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)Arrangement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and by the Plan of Arrangement, and the execution of the DKB Voting Agreement by CIT, have been duly and validly approved by the Board of Directors of CIT. The Board of Directors of CIT has directed that the CompanyCIT Shareholder Matters (as defined in Section 7.3) be submitted to CIT's shareholders for approval at a meeting of such shareholders and, except for the approval of the CIT Shareholder Matters by the requisite vote of CIT's shareholders, no other corporate proceedings on the part of CIT are necessary to approve this Agreement and the Plan of Arrangement and to consummate the transactions contemplated hereby and thereby. Consummation This Agreement and the Plan of Arrangement have been (and in the case of the Arrangement Documents, will be) duly and validly executed and delivered by CIT and (assuming due authorization, execution and delivery by Newcourt) each of this Agreement and the Plan of Arrangement constitutes a valid and binding obligation of CIT, enforceable against CIT in accordance with its terms, except as may be limited by the Bankruptcy Exception. Upon their formation, each of Newco and Exchangeco will have full corporate power and authority to execute and deliver the Support Agreement and the Voting and Exchange Trust Agreement (the "Arrangement Documents") and to consummate the transactions contemplated thereby. The execution and delivery of the Arrangement Documents and the consummation of the transactions contemplated by Section 1.12 of this Agreement has been thereby will be duly and validly approved by the Board of Directors of each of CIT, Newco and Exchangeco. Upon the Company’s Bank. Except for the due and valid approval of the Company Shareholder Matters Arrangement Documents by the requisite vote Board of the Company's shareholders Directors of each of CIT, Newco and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementExchangeco, no other corporate proceedings on the part of the Company CIT, Newco or the Company’s Bank Exchangeco are necessary to approve this Agreement the Arrangement Documents and to consummate the transactions contemplated herebythereby. This Agreement has been The Arrangement Documents will be duly and validly executed and delivered by the Company each of CIT, Newco and Exchangeco and (assuming due authorization, execution and delivery by ParentNewcourt) this Agreement constitutes each of the Arrangement Documents will constitute a valid and binding obligation of the Companyeach of CIT, Newco and Exchangeco, enforceable against the Company each of CIT, Newco and Exchangeco in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallythe Bankruptcy Exception. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Subject Company has full corporate power and authority to execute and deliver this Agreement, the Fee Letter, of even date herewith, between Parent and Subject Company (the "Subject Company Fee Letter") pursuant to which Subject Company will in certain circumstances pay certain amounts to Parent, the Subject Company Option Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger other documents contemplated to be executed and delivered by Subject Company in connection with the transactions contemplated hereby (B) obtaining this Agreement, together with the other approvals listed in Section 3.04 of this Subject Company Fee Letter, the Subject Company Option Agreement and (ii) such other documents, collectively, the Company’s obtaining the approval of the Company’s shareholders as contemplated herein"Subject Company Documents"), and to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement each of the Subject Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Subject Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of Subject Company has directed that the agreement of merger (within the meaning of Section 251 of the DGCL) contained in this Agreement and the transactions contemplated hereby be submitted to Subject Company’s Bank. Except 's stockholders for approval at a meeting of such stockholders and, except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite affirmative vote of the Company's shareholders and execution holders of a majority of the Bank Merger Agreement in accordance with Section 1.12 outstanding shares of this AgreementSubject Company Common Stock, no other corporate proceedings on the part of the Subject Company or the Company’s Bank are necessary to approve this Agreement the Subject Company Documents and to consummate the transactions contemplated herebyhereby and thereby. This Agreement Each of the Subject Company Documents has been duly and validly executed and delivered by the Subject Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) this Agreement constitutes a valid and binding obligation of the Subject Company, enforceable against the Subject Company in accordance with its terms, except as enforcement may be limited by general principles of equity, equity whether applied in a court of law or a court of equity, equity and by bankruptcy, insolvency and similar Laws laws affecting creditors' rights and remedies generally. (b) Neither Except as set forth in Section 3.3(b) of the execution and delivery of this Agreement by the Subject Company or Disclosure Schedule, neither the execution and delivery of the Bank Merger Agreement Subject Company Documents by the Company’s Bank, Subject Company nor the consummation by the Subject Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofand thereby, or nor compliance by the Subject Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will (i) violate any provision of the certificate Certificate of incorporation Incorporation or by-laws Bylaws of Subject Company or any of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Subject Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Subject Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Subject Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to except (in the case of clause (ii) above) for such violations, such as conflicts, breaches or defaults which, either individually or in the aggregate aggregate, will not have and would not reasonably be expected to have a Material Adverse Effect on the Subject Company.

Authority; No Violation. (a) The Company Seller has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger Seller Ancillary Documents and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Seller Ancillary Documents and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved and adopted by the Board of Directors of Seller. No other corporate proceedings on the part of Seller are necessary to approve this Agreement and the Seller Ancillary Documents or to consummate the transactions contemplated hereby. This Agreement has been, and the Company’s Bank has Seller Ancillary Documents have been, or will at Closing be, duly and validly executed and delivered by Seller and (assuming due authorization, execution and delivery by Buyers or the other party thereto, as applicable, and receipt of the Chapter 11 Court Order (as hereinafter defined)) constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their terms. (b) The Companies each have full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , Company Ancillary Documents and to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement the Company Ancillary Documents and the consummation of the transactions contemplated hereby thereby have been duly duly, validly and validly unanimously approved and adopted by the Board of Directors of the Company. Consummation each of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s BankCompanies. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no No other corporate proceedings on the part of the Company Seller or the Company’s Bank Companies are necessary to approve this Agreement and the Company Ancillary Documents or to consummate the transactions contemplated herebythereby. This Agreement has been The Company Ancillary Documents have each been, or will at Closing be, duly and validly executed and delivered by the Company Companies and (assuming due authorization, execution and delivery by ParentBuyers or the other party thereto, as applicable) this Agreement constitutes a constitute the valid and binding obligation obligations of the CompanyCompanies, enforceable against the Company Companies in accordance with its terms, their respective terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, equity (the “Bankruptcy and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyEquity Exception”)). (bc) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement Seller Ancillary Documents by the Company’s BankSeller, nor the consummation by the Company Seller of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank Seller with any of the terms or provisions of Section 1.12 of this Agreement, nor the execution and delivery of the Company Ancillary Documents by the Companies, nor the consummation by the Companies of the transactions contemplated thereby, will (i) violate any provision of the certificate articles of incorporation or by-laws bylaws of Seller, the Company Articles or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Company Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 3.4 are duly obtainedobtained and/or made, (xA) violate any Law Law, judgment, order, injunction or Order decree applicable to Seller, the Company or Companies, any of its Subsidiaries, their Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller, the Company Companies or any of its their Subsidiaries under, or trigger or change any rights or obligations (including any increase in payments owed) or require the consent of any Person under, or give rise to a right of cancellation, vesting, payment, exercise, suspension or revocation of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, or other instrument or obligation to which Seller, any of the Company Companies or any of its their Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Companyis bound.

Authority; No Violation. (ai) The Company has full corporate power and authority to execute and deliver this Agreement andAgreement, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals perform its obligations hereunder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, Closing. The execution and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date delivery of this Agreement, the Company’s performance by the Company of its obligations hereunder and the consummation of the Closing (including the Investment) have been declared advisable and duly and validly approved by the Board of Directors. As of or prior to the entry into this Agreement, the Board of Directors has (1) determined that this Agreement (A) the Company Share Issuance and the Merger are fair Conversions (collectively, the “Investment”), on the terms and subject to and the conditions set forth herein, is in the best interests of the Company and its shareholders stockholders and declared (B) the Merger issuance of the shares of Common Stock, Preferred Stock and/or Series A Preferred Stock, in each case, pursuant to the Other Investment Agreements and the other transactions contemplated hereby thereby, on the terms and subject to be advisablethe conditions set forth therein, in each case, are in the best interests of the Company and its stockholders and has adopted a resolution to the foregoing effect. Except for approval by the Company’s stockholders to (2x) approved this Agreement, adopt an amendment to the Merger and Company Certificate of Incorporation to increase the other transactions contemplated hereby, (3) directed that this Agreement and number of authorized shares of Common Stock therein to at least 200,000,000 by the Merger and certain related affirmative vote of a majority of votes cast by holders of shares of Common Stock at the meeting of the Company’s stockholders at which a vote is taken with respect to such matters (the “Company Shareholder MattersCharter Amendment”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting ), and (4y) resolved to recommend that if required under the Company’s shareholders approve applicable rules of the Merger and this Agreement at the Company Shareholders’ Meeting NYSE (the “Company Board RecommendationExchange Approval”). The execution and delivery ) for issuance of this Agreement and the consummation shares of Common Stock in excess of 19.9% of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors total voting power of the Company’s Bank. Except for securities immediately preceding the approval of the Company Shareholder Matters entry into this Agreement by the requisite affirmative vote of the Company's shareholders and execution holders of a majority of the Bank Merger Agreement in accordance shares of Common Stock at the meeting of the Company’s stockholders at which a vote is taken with Section 1.12 of this Agreementrespect to such matters ((x) and (y), collectively, the “Requisite Stockholder Vote”), no other corporate proceedings on the part of the Company or the Company’s Bank any of its Subsidiaries are necessary to approve this Agreement and or for the Company to perform its obligations hereunder or consummate the transactions contemplated herebyin this Agreement at Closing. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentPurchaser) 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 enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting creditors' the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (bii) Neither None of the execution and delivery of this Agreement by the Company or Company, the execution and delivery of the Bank Merger Agreement performance by the Company’s BankCompany of its obligations hereunder, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofInvestment, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (iA) violate any provision of the certificate Company Certificate of incorporation Incorporation or by-laws the Bylaws of the Company (as amended, restated, supplemented or otherwise modified from time to time, the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, “Company Bylaws”) or (iiB) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 2.2(d) are duly obtained, (x) violate any Law or Order applicable to the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound. (iii) The shares of Common Stock to be issued (x) hereunder have been and (y) subject to the Requisite Stockholder Vote and the filing of the Charter Amendment with the Delaware Secretary of State, upon the conversion of Preferred Stock pursuant to the applicable Certificate of Designations will be, in each case, validly authorized and, when issued, will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or affectedpast stockholder of the Company will have any preemptive right or similar rights in respect thereof. The shares of Preferred Stock to be issued hereunder have been validly authorized and, exceptwhen issued, with will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or past stockholder of the Company will have any preemptive right or similar rights in respect of any such issuance or exercise. Subject to (ii) abovethe accuracy of Purchaser’s representations and warranties set forth in Section 2.3, such as individually or neither the Common Stock nor the Preferred Stock will be issued in the aggregate will not have a Material Adverse Effect on the Companyviolation of any applicable Law.

Authority; No Violation. (ai) The Company Each of Xxxxxxxx and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Companyeach of Xxxxxxxx and Merger Sub. Consummation Xxxxxxxx, as sole stockholder of Merger Sub, has approved this Agreement and the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the hereby. The Board of Directors of Xxxxxxxx has directed that the Company’s Bank. Except issuance of Xxxxxxxx Common Stock pursuant to this Agreement be submitted to Xxxxxxxx stockholders for approval at a meeting of Xxxxxxxx stockholders (the "Xxxxxxxx Stockholders Meeting"), and, except for the approval of the Company Shareholder Matters issuance of Xxxxxxxx Common Stock in the Merger by majority vote at a meeting of Xxxxxxxx'x stockholders at which a quorum is present (the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement"Xxxxxxxx Stockholder Approval"), no other corporate proceedings on the part of the Company Xxxxxxxx or the Company’s Bank Merger Sub are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company each of Xxxxxxxx and Merger Sub and (assuming due authorization, execution and delivery by ParentTosco) this Agreement constitutes a valid and binding obligation of the CompanyXxxxxxxx and Merger Sub, enforceable against the Company Xxxxxxxx and Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (bii) Neither the execution and delivery of this Agreement by the Company or the execution Xxxxxxxx and delivery of the Bank Merger Agreement by the Company’s BankSub, nor the consummation by the Company Xxxxxxxx and Merger Sub of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company Xxxxxxxx and Merger Sub with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (iA) violate any provision of the certificate Certificate of incorporation Incorporation or byBy-laws Laws of the Company Xxxxxxxx or the certificate Articles of incorporation, byIncorporation or By-laws or similar governing documents Laws of any of its Subsidiaries, Merger Sub or (iiB) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.2(d) are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Xxxxxxxx or Merger Sub, any of its Subsidiaries, their Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Xxxxxxxx or Merger Sub, any of its their Subsidiaries under, or Non-Subsidiary Affiliates under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Xxxxxxxx or Merger Sub, any of its their Subsidiaries or their Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to except (iiin the case of clause (y) above) for such violations, such as conflicts, breaches or defaults which, either individually or in the aggregate aggregate, will not have a Material Adverse Effect on the CompanyXxxxxxxx.

Authority; No Violation. (a) The Company Parent has full corporate power and authority to execute and deliver this Agreement and, and subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 4.04 of this Agreement and Agreement, (ii) the CompanyParent’s obtaining the approval of the CompanyParent’s shareholders as contemplated herein, herein and to consummate the transactions contemplated hereby, and the CompanyParent’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the CompanyParent’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company Parent and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the authorization to issue the shares of Parent Common Stock issuable pursuant to the Merger and certain related matters (the “Company Parent Shareholder Matters”) be submitted to the CompanyParent's shareholders for approval at the Company Shareholders’ Parent Shareholders Meeting and (4) resolved to recommend that the CompanyParent’s shareholders approve approve, at the Parent Shareholders Meeting, this Agreement, the Merger, and the authorization to issue the shares of Parent Common Stock issuable pursuant to the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Parent Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the CompanyParent. Consummation The consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the CompanyParent’s Bank. Except for the approval of the Company Parent Shareholder Matters by the requisite vote of the Company's shareholders Parent’s shareholders, and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company Parent or the CompanyParent’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Xxxxxx and (assuming due authorization, execution and delivery by Parentthe Company) this Agreement constitutes a valid and binding obligation of the CompanyParent, enforceable against the Company Parent in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company Parent or the execution and delivery of the Bank Merger Agreement by the CompanyParent’s Bank, nor the consummation by the Company Parent of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the CompanyParent’s Bank of the transactions contemplated by the Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company Parent with any of the terms or provisions hereof or compliance by the CompanyParent’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Parent or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 4.04 of this Agreement are duly obtainedobtained and except as set forth in Section 4.03(b) of the Parent Disclosure Schedule, (x) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyParent.

Authority; No Violation. (a) Except as disclosed on Purchaser Disclosure Schedule 7.3(a) ------------------------------------ (collectively, "Purchaser Approvals"), no Authorizations are necessary on behalf of the Purchaser in connection with (i) the execution and delivery by the Purchaser of this Agreement and the other Purchase Agreements, (ii) the consummation by the Purchaser of the transactions contemplated hereby and thereby and (iii) the performance of the Purchaser's obligations under this Agreement and the other Purchase Agreements. The Company Purchaser has the full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger other Purchase Agreements to which it is a party and (B) obtaining the consummation by the Purchaser of the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement thereby in accordance with the terms hereof and thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the other Purchase Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors and the sole shareholder of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement Purchaser in accordance with Section 1.12 the Articles of this Agreement, no Incorporation and Bylaws of the Purchaser and applicable Laws. No other corporate proceedings on the part of the Company or the Company’s Bank Purchaser are necessary to approve this Agreement and to consummate the transactions contemplated herebyso contemplated. This Agreement has and the other Purchase Agreements have been duly and validly executed and delivered by the Company Purchaser and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a constitute the valid and binding obligation of the Company, Purchaser enforceable against the Company Purchaser in accordance with its terms, except as enforcement to the extent that the availability of the remedy of specific performance may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyequitable principles. (b) Neither the execution and delivery of this Agreement and the other Purchase Agreements to which it is a Party by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankPurchaser, nor the consummation by the Company Purchaser of the transactions contemplated hereby and thereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms and thereof, or nor compliance by the Company Purchaser with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementand thereof, will (i) violate any provision of the certificate Purchaser's Articles of incorporation Incorporation or by-laws of the Company or the certificate of incorporationBylaws, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order Laws applicable to the Company Purchaser or any of its Subsidiaries, or any of their respective properties or assets, or (yiii) except where a waiver or consent had been obtained or will be obtained prior to Closing, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, Purchaser under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Purchaser is a party, or by which they it or any of their respective its properties or assets may be bound or affected, affected except, with respect to (ii) and (iii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyPurchaser, and which will not prevent or delay the consummation of the transactions contemplated hereby.

Authority; No Violation. (a) The Company Subject to the approval of this Agreement and the transactions contemplated hereby, including the Merger and the merger of Market Bank with and into Peoples Bank, by the OTS and the Superintendent, by Peoples as the sole shareholder of Peoples Bank, and by the requisite vote of the Peoples' shareholders, (i) each of Peoples and Peoples Bank has full all of the requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of enter into this Agreement and to perform all of its obligations hereunder; (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action by each of Peoples and validly approved Peoples Bank; and (iii) this Agreement is the valid and binding agreement of each of Peoples and Peoples Bank, enforceable against each of Peoples and Peoples Bank in accordance with its terms, (I) subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general applicability affecting the enforcement of creditors' rights generally and the effect of rules of law governing specific performance, injunctive relief and other equitable remedies on the enforceability of such documents and (II) except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 U.S.C. Section 1818(b) or by the Board appointment of Directors of a conservator by the CompanyFDIC. Consummation of the transactions contemplated by Section 1.12 of this This Agreement has been duly executed and validly approved delivered by the Board each of Directors of the Company’s Peoples and Peoples Bank. Except for . (b) Subject to the approval of this Agreement and the Company Shareholder Matters transactions contemplated hereby, including the Merger and the merger of Market Bank with and into Peoples Bank, by the OTS and the Superintendent, by Peoples as the sole shareholder of Peoples Bank, and by the requisite vote of the Company's shareholders and execution Peoples' shareholders,(i) Peoples has all of the Bank requisite corporate power and authority to enter into the Agreement of Merger Agreement in accordance with Section 1.12 and to perform all of this Agreement, no other corporate proceedings on its obligations thereunder; (ii) the part execution and delivery of the Company or Agreement of Merger and the Company’s Bank are necessary to approve this Agreement and to consummate consummation of the transactions contemplated hereby. This Agreement has thereby have been duly and validly executed and delivered authorized by the Company all necessary corporate action by Peoples; and (assuming due authorization, execution and delivery by Parentiii) this the Agreement constitutes a of Merger is the valid and binding obligation agreement of the CompanyPeoples, enforceable against the Company Peoples in accordance with its terms, (I) subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general applicability affecting the enforcement of creditors' rights generally and the effect of rules of law governing specific performance, injunctive relief and other equitable remedies on the enforceability of such documents and (II) except as enforcement to the extent such enforceability may be limited by general principles laws relating to safety and soundness of equity, whether applied insured depository institutions as set forth in 12 U.S.C. Section 1818(b) or by the appointment of a court conservator by the FDIC. The Agreement of law or a court of equity, Merger has been duly executed and delivered by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyPeoples. (bc) Neither Except as disclosed in Peoples Disclosure Schedule 3.03(c), none of the execution and delivery of this Agreement by the Company or Peoples and Peoples Bank, the execution and delivery of the Bank Agreement of Merger Agreement by the Company’s BankPeoples, nor the consummation by the Company Peoples and Peoples Bank of the transactions contemplated hereby in accordance with the terms hereof or hereof, the consummation by the Company’s Bank Peoples of the transactions contemplated by Section 1.12 the Agreement of this Agreement Merger in accordance with the terms thereof, or compliance by the Company Peoples with any of the terms or provisions hereof or compliance by the Company’s Bank Peoples with any of the terms or provisions of Section 1.12 the Agreement of this AgreementMerger, will (i) violate any provision of the certificate Certificate of incorporation Incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar other governing documents of any of its Subsidiariesinstrument, or Bylaws of Peoples or Peoples Bank, (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement set forth below are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Peoples or any of its Subsidiaries, Peoples Bank or any of their respective properties or assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Peoples or any of its Subsidiaries under, Peoples Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Peoples or any of its Subsidiaries Peoples Bank is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) and (iii) above, such as individually or in the aggregate will not have a Material Adverse Effect material adverse effect on the Companybusiness, operations, assets or financial condition of Market and Market Bank taken as a whole and which will not prevent or delay the consummation of the transactions contemplated hereby. Except as set forth in Peoples Disclosure Schedule 3.03(c) and for consents and approvals of or filings or registrations with or notices to the Commission, the Secretary of State of the State of Ohio, the OTS, the Superintendent and the stockholders of Peoples, no consents or approvals of or filings or registrations with or notices to any federal, state, municipal or other governmental or regulatory commission, board, agency, or non- governmental third party are required on behalf of Peoples or Peoples Bank in connection with (a) the execution and delivery of this Agreement and the Agreement of Merger by Peoples and (b) the consummation by Peoples and Peoples Bank of the transactions contemplated hereby or the consummation by Peoples of the transactions contemplated by the Agreement of Merger. (d) Neither Peoples nor Peoples Bank is in default or in non- compliance, which default or non-compliance would have a material adverse effect on the business, operations, assets or financial condition of Peoples and Peoples Bank taken as a whole or the transactions contemplated hereby, under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, whether entered into in the ordinary course of business or otherwise and whether written or oral, and there has not occurred any event that with the lapse of time or the giving of notice, or both, would constitute such a default or non-compliance.

Authority; No Violation. (a) The Company Each of FSIC II, Merger Sub 1, Merger Sub 2 and Merger Sub 3 has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)Transactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved by the Boards of Governors of each of FSIC II, including all of the Independent Governors of FSIC II, Merger Sub 1, Merger Sub 2 and Merger Sub 3. The Board of Directors Governors of FSIC II, including all of the Company. Consummation Independent Governors of FSIC II, has unanimously determined that this Agreement and the terms of the transactions contemplated by Section 1.12 Mergers and the related Transactions are advisable and in the best interests of FSIC II, determined that the interests of FSIC II’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC II Matters and has directed that the FSIC II Matters be submitted to FSIC II’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC II Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt of the FSIC II Requisite Vote and the adoption of this Agreement has by FSIC II, in its capacity as sole stockholder of Merger Sub 2, the Mergers and the other Transactions have been duly and validly approved authorized by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other all necessary corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated herebyaction. This Agreement has been duly and validly executed and delivered by the Company FSIC II, Merger Sub 1, Merger Sub 2 and Merger Sub 3 and (assuming due authorization, execution and delivery by Parenteach Company) this Agreement constitutes a the valid and binding obligation of the Companyeach of FSIC II, Merger Sub 1, Merger Sub 2, and Merger Sub 3, enforceable against the Company each of FSIC II, Merger Sub 1, Merger Sub 2 and Merger Sub 3 in accordance with its terms, terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, the Bankruptcy and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement by the Company FSIC II, Merger Sub 1, Merger Sub 2 or the execution and delivery of the Bank Merger Agreement by the Company’s BankSub 3, nor the consummation by the Company FSIC II, Merger Sub 1, Merger Sub 2 or Merger Sub 3 of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 Transactions, nor performance of this Agreement in accordance with the terms thereofby FSIC II, Merger Sub 1, Merger Sub 2 or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, Merger Sub 3 will (i) violate any provision of the certificate of incorporation or by-laws of the Company FSIC II Charter, FSIC II Bylaws or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesMerger Sub 1, Merger Sub 2 or Merger Sub 3 or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 3.3(a) and Section 3.4 are duly obtainedobtained and/or made, (xA) violate any Law or Order applicable to the Company FSIC II or any of its Subsidiaries, or any of their respective properties or assets, Consolidated Subsidiaries or (yB) except as set forth in any Contract that was Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of the Company FSIC II or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company FSIC II or any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected, except, with respect to clause (ii) aboveii)(B), any such as violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate will not aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyFSIC II.

Authority; No Violation. (a) The Company Seller has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger other Transaction Documents to which it is a party and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement and the other Transaction Documents to which the Seller is a party, and the consummation of the transactions contemplated hereby and thereby have been duly and validly adopted and approved by the Board of Directors unanimous vote of the Companyboard of directors of the Seller. Consummation The board of directors of the Seller has directed that this Agreement and the transactions contemplated by Section 1.12 hereby, including the Merger, be submitted to the shareholders of the Seller for adoption and approval at a meeting of such shareholders and, except for the adoption and approval of this Agreement has been duly and validly approved the Merger by the Board of Directors of the CompanySeller’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementshareholders, no other corporate proceedings on the part of the Company or the Company’s Bank Seller are necessary to approve this Agreement and to consummate the Merger and the other transactions contemplated herebyhereby and by the other Transaction Documents. This Agreement has and the other Transaction Documents to which Seller is a party have been duly and validly executed and delivered by the Company Seller and (assuming due authorization, execution and delivery by Parentthe Buyer and the other parties thereto) this Agreement constitutes a constitute the valid and binding obligation obligations of the CompanySeller, enforceable against the Company Seller in accordance with its their respective terms, except expect as enforcement enforceability may be restricted, limited or delayed by general principles of equity, whether applied in a court of law applicable bankruptcy or a court of equity, and by bankruptcy, insolvency and similar Laws other laws affecting creditors' ’ rights and remedies generallygenerally or by equitable principles. (b) Neither the execution and delivery of this Agreement or the other Transaction Documents to which the Seller is a party by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, Seller nor the consummation by the Company Seller of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofthereby, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementwill, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents all consents, authorizations, permits, waivers and approvals referred to in Section 3.04 4.3(a) and in Section 4.4 of this Agreement are duly obtainedthe Seller Disclosure Schedule have been obtained and all registrations, declarations, filings and notifications described in Section 4.3(b) of the Seller Disclosure Schedule have been made and any waiting periods thereunder have terminated or expired, (xi) conflict with or violate any Law provision of the Seller’s Articles of Incorporation, the Seller Bylaws, the organizational documents of any of Seller’s Subsidiaries, or Order the Seller Shareholders’ Agreement (to the extent such agreement is then in full force and effect), (ii) conflict with or violate any statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Seller or any of its Subsidiaries, Seller’s Subsidiaries or by which any property or asset of the Seller or any of their respective properties Seller’s Subsidiaries is bound or assets, affected or (yiii) violate, conflict with, result in a any breach of or any provision of or the loss of any benefit under, or constitute a change of control or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give to others any right of termination termination, vesting, amendment, acceleration or cancellation under, accelerate the performance required byof, or result in the creation of any Lien a lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Seller or any of its Seller’s Subsidiaries underpursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Seller or any of its Seller’s Subsidiaries is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) and (iii) above, for any such as conflicts, violations, breaches or defaults which would not, either individually or in the aggregate will not aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (2) otherwise prevent or materially delay performance by the Seller or any of Seller’s Subsidiaries of any of its material obligations under this Agreement or any of the other Transaction Documents or (3) have a Material Adverse Effect on the CompanySeller.

Authority; No Violation. (a) The Company Acquiror has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 Acquiror Requisite Vote, execute and deliver the New Acquiror Advisory Agreement and consummate the Transactions. The execution and delivery of this Agreement and (ii) the Company’s and, subject to obtaining the approval Acquiror Requisite Vote, the execution and delivery of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, New Acquiror Advisory Agreement and the Company’s Bank consummation of the Transactions have been duly and validly approved by the Acquiror Board. Xxxxxx Sub has full all requisite corporate power and authority to execute and deliver the Bank Merger this Agreement and, subject to the Parties’ , and to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)Transactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved by the board of directors of Merger Sub. The Acquiror Board of Directors (on the recommendation of the Company. Consummation Acquiror Special Committee) has unanimously (i) determined that (A) this Agreement, the New Acquiror Advisory Agreement and the terms of the transactions contemplated by Section 1.12 of this Agreement has been duly Mergers and validly approved by the Board of Directors related Transactions are advisable, fair to and in the best interests of the CompanyAcquiror and its stockholders and (B) the interests of the Acquiror’s Bank. Except for existing stockholders will not be diluted as a result of the Transactions, (ii) approved, adopted and declared advisable this Agreement, the New Acquiror Advisory Agreement and the Transactions (including the Merger and the Acquiror Matters), (iii) directed that the approval of the Company Shareholder Acquiror Matters be submitted to the Acquiror’s stockholders at a duly held meeting of such stockholders (the “Acquiror Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of the Acquiror approve the Acquiror Matters. The board of directors of Merger Sub has unanimously determined that this Agreement and the terms of the Mergers and the related Transactions are advisable, fair to and in the best interests of Merger Sub and its sole stockholder; approved, adopted and declared advisable this Agreement and the Transactions (including the Merger); and resolved to recommend the approval of the Transactions (including the Merger) by the Acquiror, in the Acquiror’s capacity as the sole stockholder of Merger Sub. Except for receipt of the approval of the Acquiror Matters by the requisite affirmative vote of the Company's shareholders and execution lesser of (x) 67% of the Bank Acquiror Stock at the Acquiror Stockholders Meeting if the holders of more than 50% of the outstanding shares of Acquiror Stock are present virtually or represented by proxy, or (y) more than 50% of the outstanding shares of Acquiror Stock (the “Acquiror Requisite Vote”), and the approval of the transactions by the Acquiror, as the sole stockholder of Merger Agreement in accordance with Section 1.12 Sub (which approval shall occur promptly following the execution of this Agreement), no the Mergers and the other Transactions have been authorized by all necessary corporate proceedings action on the part of the Company or the Company’s Bank are necessary to approve this Agreement Acquiror and to consummate the transactions contemplated herebyMerger Sub. This Agreement has been duly and validly executed and delivered by the Company Acquiror and Xxxxxx Sub and (assuming due authorization, execution and delivery by Parentthe Company and the Acquiror Adviser) this Agreement constitutes a the valid and binding obligation of each of the Acquiror and Merger Sub, enforceable against each of the Acquiror and Merger Sub in accordance with its terms (except as may be limited by the Enforceability Exception). Immediately after the Effective Time, subject to obtaining the Acquiror Requisite Vote, the New Acquiror Advisory Agreement will be duly and validly executed and delivered by the Acquiror and (assuming due authorization, execution and delivery by the Acquiror Adviser) the New Acquiror Advisory Agreement will constitute the valid and binding obligation of the CompanyAcquiror, enforceable against the Company Acquiror in accordance with its terms, terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallythe Enforceability Exception). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger New Acquiror Advisory Agreement by the Company’s BankAcquiror and/or Merger Sub, as applicable, nor the consummation by the Company Acquiror or Merger Sub of the transactions contemplated hereby in accordance with Transactions, nor the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 performance of this Agreement in accordance with or the terms thereof, or compliance New Acquiror Advisory Agreement by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this AgreementAcquiror and/or Merger Sub, as applicable, will (i) violate any provision of the certificate Acquiror Charter, the Acquiror Bylaws or the articles of incorporation or by-laws bylaws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Merger Sub or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 4.3(a) and Section 4.4 are duly obtainedobtained and/or made, (xA) violate any Law or Order applicable to the Company Acquiror or any of its Subsidiaries, or any of their respective properties or assets, Consolidated Subsidiaries or (yB) except as Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of the Company Acquiror or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company Acquiror or any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected, except, with respect to clause (ii) aboveii)(B), any such as violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate will not have aggregate, reasonably be expected to be material to the Acquiror and its Consolidated Subsidiaries, taken as a Material Adverse Effect on the Companywhole.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinCompany Stockholder Approval, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by authorized (including such authorization as may be required so that no state interested director statute, including, without limitation, the Board of Directors of the Company. Consummation of WYBCL, is or becomes operative with Parent, its Affiliates or transferees, this Agreement or the transactions contemplated by Section 1.12 of hereby) and this Agreement has and have been duly and validly approved adopted by the Board of Directors of the Company’s BankBoard of Directors. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Wyoming pursuant to the WYBCL, and (ii) the approval of the Company Shareholder Matters this Agreement by the requisite affirmative vote of the Company's shareholders and execution holders of shares representing a majority of the Bank Merger Agreement in accordance with Section 1.12 voting power of this Agreementthe outstanding shares of the Company Common Stock and Company Preferred Stock, voting together as a single class (the “Company Stockholder Approval”), no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. The Company’s Board of Directors, by unanimous vote thereof, (i) has adopted this Agreement and the transactions contemplated hereby, and declared this Agreement advisable (the “Company Board Approval”), (ii) has directed that this Agreement and the Merger be submitted to the stockholders of the Company for approval at the Stockholder Meeting and (iii) subject to Section 7.4, recommends that stockholders of the Company approve this Agreement and 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 Parentthe other Parties) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and similar Laws affecting creditors' rights and remedies generallythe availability of equitable remedies). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with hereby, including the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMerger, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation Company Charter or by-laws the Bylaws of the Company Company, or violate or conflict with any agreement or instrument pursuant to which any shares of capital stock of the certificate Company, or securities exercisable for or convertible into shares of incorporationcapital stock of the Company, by-laws or similar governing documents of any of its Subsidiarieshave been issued, or (ii) assuming that subject to the consents making of the filings and obtaining the approvals referred to in Section 3.04 4.4 and the effectiveness of this Agreement are duly obtainedsuch filings and/or receipt of the consents and approvals in connection therewith, (xA) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or require any increased payment under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to except (in the case of clause (ii) above) for such violations, such as conflicts, breaches, defaults, terminations, cancellations, accelerations, Liens or payments which, individually or in the aggregate aggregate, will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company 4.4.1. ABB Financial Group has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate receipt of the Merger Regulatory Approvals described in Section 8.2 and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 approval of this Agreement and by ABB Financial Group’s stockholders (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein“ABB Financial Group Stockholder Approval”), to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement by ABB Financial Group and the consummation completion by ABB Financial Group of the transactions contemplated hereby hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly ABB Financial Group, and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of ABB Financial Group, other than the Company or the Company’s Bank ABB Financial Group Stockholder Approval, are necessary to approve this Agreement and to consummate complete the transactions contemplated hereby, up to and including the Merger. This Agreement has been duly and validly executed and delivered by ABB Financial Group, and subject to ABB Financial Group Stockholder Approval, receipt of the Company Regulatory Approvals and (assuming due authorization, and valid execution and delivery by Parent) of this Agreement by Community First Bancshares and Acquisition Corporation, constitutes a the valid and binding obligation of the CompanyABB Financial Group, enforceable against the Company ABB Financial Group in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by subject to applicable bankruptcy, insolvency and similar Laws laws affecting creditors' ’ rights generally, and remedies generallysubject, as to enforceability, to general principles of equity. 4.4.2. Subject to compliance by Community First Bancshares with the terms and conditions of this Agreement, the receipt of Regulatory Approvals (band compliance with any conditions contained therein) Neither and the ABB Financial Group Stockholder Approval, (A) the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor ABB Financial Group, (B) the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or and (C) compliance by the Company ABB Financial Group with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will not (i) violate conflict with or result in a breach of any provision of the certificate articles of incorporation or by-laws charter or bylaws of the Company ABB Financial Group or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or ABB Financial Group Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company ABB Financial Group or any of its Subsidiaries, ABB Financial Group Subsidiary or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company ABB Financial Group or any of its Subsidiaries under, ABB Financial Group Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which the Company ABB Financial Group or any of its Subsidiaries ABB Financial Group Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, exceptexcept for such violations, with respect to conflicts, breaches or defaults under clause (ii) aboveor (iii) hereof that, such as either individually or in the aggregate aggregate, will not have a Material Adverse Effect on ABB Financial Group and the CompanyABB Financial Group Subsidiaries taken as a whole. 4.4.3. The ABB Financial Group Stockholder Approval is the only vote of holders of any class of ABB Financial Group’s capital stock necessary to adopt and approve this Agreement and the transactions contemplated hereby. 4.4.4. The Board of Directors of ABB Financial Group, by resolution duly adopted by the unanimous vote of the entire Board of Directors at a meeting duly called and held, has (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of ABB Financial Group and its stockholders and declared the Merger to be advisable, and (ii) recommended that the stockholders of ABB Financial Group approve this Agreement and directed that such matter be submitted for consideration by the ABB Financial Group stockholders at the ABB Financial Group Stockholders’ Meeting.

Authority; No Violation. (a) The Company Bank has full corporate power and authority to execute and deliver this Agreement andAgreement, subject to (ix) the Parties’ obtaining (Ai) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (Bii) obtaining the other approvals listed in Section 3.04 3.4 of this Agreement and (iiy) the Company’s obtaining the approval of the CompanyBank’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the CompanyBank’s Board of Directors has (1i) determined that this Agreement and the Merger are fair to and in the best interests of the Company Bank and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2ii) approved this Agreement, the Merger and the other transactions contemplated hereby, (3iii) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) transactions contemplated hereby be submitted to the Company's Bank’s shareholders for approval at the Company Bank Shareholders’ Meeting and (4iv) resolved to recommend that the CompanyBank’s shareholders approve the Merger and this Agreement at the Company Bank Shareholders’ Meeting (the “Company Bank Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementBank’s shareholders, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Bank and (assuming due authorization, execution and delivery by ParentAcquiror) this Agreement constitutes a valid and binding obligation of the CompanyBank, enforceable against the Company Bank in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws laws affecting creditors' ’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company Bank of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation or by-laws bylaws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesBank, or (ii) assuming that the consents and approvals referred to in Section 3.04 3.4 of this Agreement are duly obtainedobtained and except as set forth in Section 3.3(b) of the Bank Disclosure Schedule, (x) violate any Law law or Order applicable to the Company Bank, or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries underBank, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Bank is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyBank.

Authority; No Violation. (a) The Company Except for the filing of the Certificate of Merger in accordance with the GBCC, and except as set forth on Seller Disclosure Schedule -------------------------- 4.3, (the "Seller Approvals"), no consents, approvals, authorizations, --- clearances or orders of, filings or registrations with or notices to (collectively, the "Authorizations") any third party or any Governmental Authority are necessary on behalf of Seller or the Shareholders in connection with (i) the execution and delivery by Seller and the Shareholders of this Agreement and (ii) the consummation by Seller and the Shareholders of the Merger and the other transactions contemplated by this Agreement. Subject to receipt of the Seller Approvals, Seller has the full corporate power and authority to execute and deliver this Agreement and, subject and to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate consummate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly Seller and validly approved by the Board Shareholders in accordance with the Articles of Directors Incorporation and bylaws of the Company’s BankSeller and with Applicable Laws. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementSeller Approvals, no other corporate proceedings on the part of the Company or the Company’s Bank Seller are necessary for Seller and the Shareholders to approve execute and deliver this Agreement and to consummate be bound by the transactions contemplated herebyterms of this Agreement. This Agreement has been duly and validly executed and delivered by Seller and the Company Shareholders and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a the valid and binding obligation of the Company, Seller and Shareholders enforceable against Seller and the Company Shareholders in accordance with its terms, except as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by applicable bankruptcy, insolvency and insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws laws affecting the enforcement of creditors' rights generally, and remedies generallyexcept that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (b) Neither the execution and delivery of this Agreement by the Company Seller or the execution and delivery of the Bank Merger Agreement by the Company’s BankShareholders, nor the consummation by Seller and the Company Shareholders of the transactions contemplated hereby in accordance with Merger and the terms hereof or the consummation by the Company’s Bank of the other transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofof this Agreement, or nor compliance by Seller and the Company with any of the terms or provisions hereof or compliance by the Company’s Bank Shareholders with any of the terms or provisions of Section 1.12 of this Agreement, will will: (i) assuming the Seller Approvals are duly obtained, violate any provision of the certificate Seller's Articles of incorporation Incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or bylaws; (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement Seller Approvals are duly obtained, (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, Applicable Laws; or (yiii) except as set forth in Seller ------ Disclosure Schedule 4.3, violate, conflict with, result in a breach of any provision of or the loss of any benefit under----------------------- provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, mortgage, security interest, pledge, charge, other right of third parties or other encumbrance (collectively, "Liens") upon any of the respective properties or assets of Seller or the Company or any of its Subsidiaries Shareholders under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Seller or any of its Subsidiaries either Shareholder is a party, or by which they or any of their respective properties or assets may be bound or affected; in all cases except where such violation, exceptconflict, with respect to (ii) abovebreach, such as individually termination, acceleration or in the aggregate will creation would not have a Material Adverse Effect on the CompanySeller.

Authority; No Violation. (a) Except as disclosed on Purchaser Disclosure Schedule 6.2(a) (collectively, "PURCHASER APPROVALS"), no Authorizations to any third party or Governmental Authority are necessary on behalf of the Purchaser in connection with (i) the execution and delivery by the Purchaser of this Agreement and the other Purchase Agreements, (ii) the consummation by the Purchaser of the transactions contemplated hereby and thereby and (iii) the performance of the Purchaser's obligations under this Agreement and the other Purchase Agreements. The Company Purchaser has full corporate the requisite power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger other Purchase Agreements to which it is a party and (B) obtaining the consummation by the Purchaser of the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement thereby in accordance with the terms hereof and thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the other Purchase Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors members and managers of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement Purchaser in accordance with Section 1.12 the Articles of this Agreement, no Organization and the Operating Agreement of the Purchaser and applicable Laws. No other corporate proceedings on the part of the Company or the Company’s Bank Purchaser are necessary to approve this Agreement and to consummate the transactions contemplated herebyso contemplated. This Agreement has and the other Purchase Agreements have been duly and validly executed and delivered by the Company Purchaser and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a constitute the valid and binding obligation of the Company, Purchaser enforceable against the Company Purchaser in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by subject to bankruptcy, insolvency and similar Laws laws of general application relating to or affecting creditors' creditors rights and remedies generallyto general equitable principles. (b) Neither the execution and delivery of this Agreement and the other Purchase Agreements to which it is a Party by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankPurchaser, nor the consummation by the Company Purchaser of the transactions contemplated hereby and thereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms and thereof, or nor compliance by the Company Purchaser with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementand thereof, will (i) violate any provision of the certificate Purchaser's Articles of incorporation Organization or by-laws of the Company or the certificate of incorporationOperating Agreement, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order Laws applicable to the Company Purchaser or any of its Subsidiaries, or any of their respective properties or assets, or (yiii) except where a waiver or consent had been obtained or will be obtained prior to Closing, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, Purchaser under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Purchaser is a party, or by which they it or any of their respective its properties or assets may be bound or affected, affected except, with respect to (ii) and (iii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyPurchaser, and which will not prevent or delay the consummation of the transactions contemplated hereby.

Authority; No Violation. (a) The Company has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, including the Offer and the Company’s Bank has full corporate power Merger, and authority to execute and deliver comply with the Bank Merger Agreement andprovisions of this Agreement, subject subject, in the case of the Merger, to the Parties’ Company Shareholder Approval. The approval, to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date adoption, execution and delivery of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of consummation by the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the compliance by the Company with the provisions of this Agreement have been duly and validly approved authorized by all necessary corporate action on the Board of Directors part of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly , and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve authorize this Agreement, to comply with the terms of this Agreement and or to consummate the transactions contemplated hereby, subject, in the case of the Merger and the Plan of Merger, to the Company Shareholder Approval. The board of directors of the Company, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining and declaring that this Agreement, the Offer and the Merger and the other transactions contemplated hereby are advisable, fair and in the best interest of the Company and its shareholders, (ii) approving the Offer, the Merger and the Plan of Merger in accordance with the MBCA and approving the Offer as a “Permitted Offer” within the meaning of the Rights Plan, (iii) approving this Agreement, (iv) recommending that the Company Shareholders accept the Offer, tender their Shares into the Offer, approve the Merger and adopt this Agreement and the Plan of Merger (subject to its right to withdraw, modify or amend its recommendation solely as set forth in, and in accordance with the terms of, Section 6.02 of this Agreement) and (v) determining that each member of the Company Compensation Committee approving any plan, program, agreement, arrangement, payment or benefit as an Employment Compensation Arrangement in order to satisfy the non-exclusive safe harbor under Rule14d-10(d)(2) is an “independent director” within the meaning of Rule 4200(a)(15) of The NASDAQ Stock Market LLC (an “Independent Director”), which resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Purchaser) this Agreement constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or by general principles of equity, equity (regardless of whether applied in a court of considered at law or a court of in equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally). (b) Neither Assuming that all consents, authorizations, permits, waivers and approvals referred to in Section 4.03(c) below or in Section 4.03(c) of the Company Letter have been obtained and all registrations, declarations, filings and notifications described in Section 4.03(c) below or in Section 4.03(c) of the Company Letter have been made and any waiting periods thereunder have terminated or expired, neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with hereby, including the terms hereof or Offer and the consummation by Merger, nor the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, do or will (i) conflict with or violate any provision of the certificate articles of incorporation or by-laws other organizational document of like nature or the bylaws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiariessubsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) conflict with or violate any Law or Order applicable to the Company or any of its Subsidiaries, subsidiaries or by which any property or asset of the Company or any of their respective properties its subsidiaries is bound or assets, affected or (yiii) violate, conflict with, result in a any violation or breach of or any provision of or the loss of any benefit under, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give to others any right of termination termination, vesting, amendment, acceleration or cancellation underof, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries subsidiaries pursuant to, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which the Company or any of its Subsidiaries subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) or (iii) above, for any such as conflicts, violations, breaches, defaults, rights, Liens or entitlements which have not had and would not reasonably be expected to have, either individually or in the aggregate will not have aggregate, a Company Material Adverse Effect on Effect. (c) No consents, authorizations, orders, waivers or approvals of, or filings, declarations or registrations with, or notifications to any Governmental Entity are necessary in connection with (i) the Companyexecution and delivery by the Company of this Agreement, or (ii) the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, or the compliance by the Company with the provisions of this Agreement, except (A) in connection with the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and Other Antitrust Laws, (B) registration of the Offer pursuant to Section 80B.03 of the Minnesota Statutes, (C) pursuant to the Exchange Act or the rules and requirements of The NASDAQ Stock Market LLC, (D) in the case of the Merger, the Company Shareholder Approval, (E) the filing of the Articles of Merger pursuant to the MBCA and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (F) such consents, authorizations, orders, waivers, approvals, filings, declarations, notices and registrations the failure of which to obtain or make would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect.

Authority; No Violation. (a) The Company Seller has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger other Transaction Documents and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The adoption, execution and delivery of this Agreement and the other Transaction Documents to which the Seller is a party, and the approval of the consummation of the transactions contemplated hereby have and thereby have, as of the date of approval by the board of directors of the Seller, been recommended by, and are duly and validly adopted and approved by the Board of Directors unanimous vote of the Companyboard of directors of the Seller. Consummation The board of directors of the Seller has directed that this Agreement and the transactions contemplated by Section 1.12 hereby, including the Merger, be submitted to the stockholders of the Seller for adoption and approval at a meeting of such stockholders and, except for the adoption and approval of this Agreement has been duly and validly approved the Merger by the Board of Directors of the CompanySeller’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders stockholders, no other corporate action and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank Seller are necessary to approve authorize this Agreement and the other Transaction Documents or to consummate the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has and the other Transaction Documents have been duly and validly executed and delivered by the Company Seller and (assuming due authorization, execution and delivery by Parentthe Buyer, Merger Sub and the other parties thereto) this Agreement constitutes a constitute the valid and binding obligation obligations of the CompanySeller, enforceable against the Company Seller in accordance with its their respective terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither Except as set forth in Section 4.3(b) of the Seller Disclosure Schedule and assuming that all consents, authorizations, permits, waivers and approvals referred to in Section 4.3(a) and in Section 4.4 of the Seller Disclosure Schedule have been obtained and all registrations, declarations, filings and notifications described in Section 4.3(b) of the Seller Disclosure Schedule have been made and any waiting periods thereunder have terminated or expired, neither the execution and delivery of this Agreement or the other Transaction Documents by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, Seller nor the consummation by the Company Seller of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofthereby, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementwill, will (i) conflict with or violate any provision of the certificate Certificate of incorporation Incorporation or by-laws other organizational document of like nature or the Bylaws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order applicable to the Company Seller or any of its Subsidiaries, (ii) conflict with or violate any statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Seller or any of their respective properties its Subsidiaries or assets, by which any property or asset of the Seller or any of its Subsidiaries is bound or affected or (yiii) violate, conflict with, result in a any breach of or any provision of or the loss of any benefit under, or constitute a change of control or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give to others any right of termination termination, vesting, amendment, acceleration or cancellation under, accelerate the performance required byof, or result in the creation of any Lien a lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Seller or any of its Subsidiaries underpursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Seller or any of its Subsidiaries is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) and (iii) above, for any such as conflicts, violations, breaches or defaults which would not, either individually or in the aggregate will not aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger or (2) have a Material Adverse Effect on the CompanySeller.

Authority; No Violation. (a) The Company Hxxxxxx Xxxxxxx has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of Hxxxxxx Xxxxxxx. Except for the Company. Consummation adoption and approval of the transactions contemplated by Section 1.12 of this Bank Merger Agreement has been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders Hxxxxxx Xxxxxxx Bank and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementHxxxxxx Xxxxxxx as its sole shareholder, no other corporate proceedings on the part of the Company or the Company’s Bank Hxxxxxx Xxxxxxx are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Hxxxxxx Xxxxxxx and (assuming due authorization, execution and delivery by ParentMidSouth) this Agreement constitutes a valid and binding obligation of the CompanyHxxxxxx Xxxxxxx, enforceable against the Company Hxxxxxx Xxxxxxx in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equityHxxxxxx Xxxxxxx Common Stock and any New Hxxxxxx Xxxxxxx Preferred Stock to be issued in the Merger have been validly authorized and, whether applied in a court of law or a court of equitywhen issued, will be validly issued, fully paid and nonassessable, and by bankruptcy, insolvency and no current or past shareholder of Hxxxxxx Xxxxxxx will have any preemptive right or similar Laws affecting creditors' rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankHxxxxxx Xxxxxxx, nor the consummation by the Company Hxxxxxx Xxxxxxx of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company Hxxxxxx Xxxxxxx with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Hxxxxxx Xxxxxxx Articles or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesHxxxxxx Xxxxxxx Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 4.4 are duly obtainedobtained and/or made, (x) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or Hxxxxxx Xxxxxxx, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Hxxxxxx Xxxxxxx or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Hxxxxxx Xxxxxxx or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (in the case of clause (ii) above) for such violations, such as conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which either individually or in the aggregate will would not reasonably be likely to have a Hxxxxxx Xxxxxxx Material Adverse Effect on the CompanyEffect.

Authority; No Violation. (a) The Company Subject to the approval of this Agreement and the transactions contemplated hereby, including the Merger and the merger of Market Bank with and into Peoples Bank, by the OTS and the Superintendent, by Peoples as the sole shareholder of Peoples Bank, and by the requisite vote of the Peoples' shareholders, (i) each of Peoples and Peoples Bank has full all of the requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of enter into this Agreement and to perform all of its obligations hereunder; (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action by each of Peoples and validly approved Peoples Bank; and (iii) this Agreement is the valid and binding agreement of each of Peoples and Peoples Bank, enforceable against each of Peoples and Peoples Bank in accordance with its terms, (I) subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general applicability affecting the enforcement of creditors' rights generally and the effect of rules of law governing specific performance, injunctive relief and other equitable remedies on the enforceability of such documents and (II) except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 U.S.C. ss. 1818(b) or bY the appointment of a conservator by the Board of Directors of the CompanyFDIC. Consummation of the transactions contemplated by Section 1.12 of this This Agreement has been duly executed and validly approved delivered by the Board each of Directors of the Company’s Peoples and Peoples Bank. Except for . (b) Subject to the approval of this Agreement and the Company Shareholder Matters transactions contemplated hereby, including the Merger and the merger of Market Bank with and into Peoples Bank, by the OTS and the Superintendent, by Peoples as the sole shareholder of Peoples Bank, and by the requisite vote of the Company's shareholders and execution Peoples' shareholders,(i) Peoples has all of the Bank requisite corporate power and authority to enter into the Agreement of Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and perform all of its obligations thereunder; (assuming due authorization, execution and delivery by Parentii) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Agreement of Merger Agreement by the Company’s Bank, nor and the consummation by the Company of the transactions contemplated hereby in accordance with thereby have been duly authorized by all necessary corporate action by Peoples; and (iii) the terms hereof or Agreement of Merger is the consummation by the Company’s Bank valid and binding agreement of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofPeoples, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company.enforceable against Peoples

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (ix) the Parties’ obtaining (Ai) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (Bii) obtaining the other approvals listed in Section 3.04 3.4 of this Agreement and (iiy) the Company’s obtaining the approval of the Company’s shareholders holders of the Company Common Stock as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to (x) the Parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and the Bank Merger and (ii) the other approvals listed in Section 3.4 of this Agreement, to consummate the transactions contemplated by Section 1.12 of this the Bank Merger Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2ii) approved this Agreement, the Merger and the other transactions contemplated hereby, (3iii) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) transactions contemplated hereby be submitted to the Company's shareholders holders of the Company Common Stock for approval at the Company Shareholders’ Meeting and (4iv) resolved to recommend that the Company’s shareholders holders of the Company Common Stock approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation The execution and delivery of the transactions contemplated by Section 1.12 of this Bank Merger Agreement has have been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite vote of the Company's shareholders and execution holders of the Bank Merger Agreement in accordance with Company Common Stock and the actions contemplated by Section 1.12 1.16 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by 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, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this the Bank Merger Agreement in accordance with the terms thereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this the Bank Merger Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 3.4 of this Agreement are duly obtainedobtained and except as set forth in Section 3.3(b) of the Company Disclosure Schedule, (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company PHC has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval receipt of the Company’s shareholders as contemplated hereinPHC Shareholder Approval, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the CompanyPHC. Consummation As of the transactions contemplated by Section 1.12 date of this Agreement has been duly and validly approved by Agreement, the Board of Directors of PHC has determined that this Agreement is advisable and in the Companybest interests of PHC and its shareholders and has directed that the issuance of shares of PHC Common Stock to be issued in connection with this Agreement and the Merger (the “PHC Stock Issuance”) be submitted to PHC’s Bankshareholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval receipt of the Company Shareholder Matters affirmative vote to approve the PHC Stock Issuance by the requisite vote holders of the Company's shareholders and execution PHC Common Stock by a majority of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementtotal votes cast at a meeting called therefor (the “PHC Shareholder Approval”), no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated herebyhereby have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by the Company PHC and (assuming due authorization, execution and delivery by ParentMBI) this Agreement constitutes a the valid and binding obligation of the CompanyPHC, enforceable against the Company PHC in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, terms (subject to the Bankruptcy and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement by the Company PHC or the execution and delivery of the Bank Merger Agreement by the Company’s Professional Bank, nor the consummation by the Company PHC of the transactions contemplated hereby in accordance with the terms hereof this Agreement or the consummation by the Company’s Professional Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofBank Merger Agreement, or nor compliance by the Company with any of the terms PHC or provisions hereof or compliance by the Company’s Professional Bank with any of the terms or provisions of Section 1.12 of this Agreement or the Bank Merger Agreement, will (i) assuming that the PHC Shareholder Approval is duly obtained or given, violate any provision of the certificate of incorporation or by-laws of the Company PHC Charter or the certificate of incorporation, by-laws PHC Bylaws or similar governing the organizational documents of any of its SubsidiariesProfessional Bank, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 4.4 are duly obtainedobtained or made, (xA) violate any Law law, judgment, order, injunction or Order decree applicable to the Company or PHC, any of its Subsidiaries, Subsidiaries or any of their respective properties or assetsassets in a manner that would reasonably be expected to have a Material Adverse Effect on PHC, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, TABLE OF CONTENTS​​​ with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company PHC or any of its Subsidiaries under, any of the terms, conditions or provisions of any material contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, bylaw or other instrument or obligation to which the Company PHC or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Companyis bound.

Authority; No Violation. (a) The Company PFIS has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals shareholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the Board of Directors of the CompanyPFIS. Consummation The Board of Directors of PFIS has (i) determined that the transactions contemplated by Section 1.12 hereby, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of PFIS, (ii) adopted, approved and declared advisable this Agreement and the transactions contemplated hereby (including the Merger and the plan of merger contained herein), (iii) has been directed that the Agreement and the transactions contemplated hereby be submitted to PFIS’s shareholders for approval at a duly called and validly approved convened meeting of such shareholders, (iv) has recommended that its shareholders approve this Agreement (including the Merger and the plan of merger contained herein) and the transactions contemplated hereby and (v) has adopted resolutions to the foregoing effect. Except for (i) the approval of the Agreement by a majority of all the votes cast by the holders of outstanding PFIS Common Stock entitled to vote on such matter at a meeting of the shareholders of PFIS at which a quorum exists and (ii) the approval of the issuance of shares of PFIS Common Stock in connection with the Merger as contemplated by this Agreement by a vote of the majority of all votes cast at a meeting of the shareholders of PFIS (collectively, the approvals in clauses (i) and (ii), the “Requisite PFIS Vote”), (iii) the authorization of the execution of the Bank Merger Agreement by the Board of Directors of the Company’s Bank. Except for Peoples Bank and the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement by PFIS as Peoples Bank’s sole shareholder and (iv) the adoption of resolutions to give effect to the provisions of Section 6.13 in accordance connection with Section 1.12 of this Agreementthe Closing, no other corporate proceedings on the part of the Company or the Company’s Bank are PFIS is necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company PFIS and (assuming due authorization, execution and delivery by ParentFNCB) this Agreement constitutes a valid and binding obligation of the CompanyPFIS, enforceable against the Company PFIS in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equityPFIS Common Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite PFIS Vote), whether applied in a court of law or a court of equitywhen issued, will be validly issued, fully paid and nonassessable, and by bankruptcy, insolvency and no current or past shareholder of PFIS will have any preemptive right or similar Laws affecting creditors' rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankPFIS, nor the consummation by the Company PFIS of the transactions contemplated hereby in accordance with (including the terms hereof or Merger and the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMerger), or nor compliance by the Company PFIS with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation PFIS Articles or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesPFIS Bylaws, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or PFIS, any of its Subsidiaries, the PFIS Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company PFIS or any of its the PFIS Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company PFIS or any of its the PFIS Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as conflicts, breaches or defaults which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on PFIS. (c) The Board of Directors of Peoples Bank has approved the CompanyBank Merger Agreement. PFIS, as the sole shareholder of Peoples Bank, has approved the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by Peoples Bank and (assuming due authorization, execution and delivery by FNCB Bank) constitutes a valid and binding obligation of Peoples Bank, enforceable against Peoples Bank in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) Except as disclosed on Purchaser Disclosure Schedule 7.2(a) ------------------------------------ (collectively, "Purchaser Approvals"), no Authorizations to any third party or Governmental Authority are necessary on behalf of the Purchaser in connection with (i) the execution and delivery by the Purchaser of this Agreement and the other Purchase Agreements, (ii) the consummation by the Purchaser of the transactions contemplated hereby and thereby and (iii) the performance of the Purchaser's obligations under this Agreement and the other Purchase Agreements. The Company Purchaser has full corporate the requisite power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger other Purchase Agreements to which it is a party and (B) obtaining the consummation by the Purchaser of the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement thereby in accordance with the terms hereof and thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the other Purchase Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement Purchaser in accordance with Section 1.12 the Articles of this Agreement, no Incorporation and Bylaws of the Purchaser and applicable Laws. No other corporate proceedings on the part of the Company or the Company’s Bank Purchaser are necessary to approve this Agreement and to consummate the transactions contemplated herebyso contemplated. This Agreement has and the other Purchase Agreements have been duly and validly executed and delivered by the Company Purchaser and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a constitute the valid and binding obligation of the Company, Purchaser enforceable against the Company Purchaser in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by subject to bankruptcy, insolvency and similar Laws laws of general application relating to or affecting creditors' creditors rights and remedies generallyto general equitable principles. (b) Neither the execution and delivery of this Agreement and the other Purchase Agreements to which it is a Party by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankPurchaser, nor the consummation by the Company Purchaser of the transactions contemplated hereby and thereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms and thereof, or nor compliance by the Company Purchaser with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementand thereof, will (i) violate any provision of the certificate Purchaser's Articles of incorporation Incorporation or by-laws of the Company or the certificate of incorporationBylaws, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order Laws applicable to the Company Purchaser or any of its Subsidiaries, or any of their respective properties or assets, or (yiii) except where a waiver or consent had been obtained or will be obtained prior to Closing, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, Purchaser under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Purchaser is a party, or by which they it or any of their respective its properties or assets may be bound or affected, affected except, with respect to (ii) and (iii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyPurchaser, and which will not prevent or delay the consummation of the transactions contemplated hereby.

Authority; No Violation. (a) The Company Xxxxxxxx has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly Xxxxxxxx and validly approved by the Board of Directors of Merger Sub, as applicable. The Board of Directors of Xxxxxxxx has determined that the Company’s BankMerger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Xxxxxxxx and its stockholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that the Share Issuance (as defined below) and the Charter Amendment be submitted to Xxxxxxxx’x stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (i) the approval of the Company Shareholder Matters issuance of shares of Xxxxxxxx Common Stock pursuant to this Agreement (the “Share Issuance”) by the requisite vote holders of a majority of the Company's shareholders outstanding shares of stock entitled to vote on the Share Issuance present in person or by proxy at a meeting of Xxxxxxxx stockholders duly called and execution held for such purpose (the “Requisite Xxxxxxxx Vote”), (ii) the receipt of the Bank Merger Agreement in accordance with Charter Amendment Vote, (iii) corporate proceedings required to give effect to the matters and agreements contemplated by Section 1.12 6.12 and (iv) the approval of this AgreementAgreement by the sole stockholder of Merger Sub contemplated by Section 6.20, no other corporate proceedings on the part of the Company Xxxxxxxx or the Company’s Bank Merger Sub are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Xxxxxxxx and Merger Sub (assuming due authorization, execution and delivery by ParentHexcel) this Agreement constitutes a valid and binding obligation of the Companyeach of Xxxxxxxx and Merger Sub, enforceable against the Company each of Xxxxxxxx and Merger Sub in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws of general principles applicability affecting the rights of equity, whether applied creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). The shares of Xxxxxxxx Common Stock to be issued in a court the Merger have been validly authorized (subject to the receipt of law or a court of equitythe Requisite Xxxxxxxx Vote), and by bankruptcywhen issued, insolvency will be validly issued, fully paid and nonassessable, and no current or past stockholder of Xxxxxxxx will have any preemptive right or similar Laws affecting creditors' rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement by the Company Xxxxxxxx or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, Sub nor the consummation by the Company Xxxxxxxx or Merger Sub of the transactions contemplated hereby in accordance with (including the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMerger), or nor compliance by the Company Xxxxxxxx or Merger Sub with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the Xxxxxxxx Certificate of Incorporation, the Xxxxxxxx Bylaws, the Xxxxxxxx Constitution or the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws bylaws (or similar governing documents organizational documents) of any of its Subsidiaries, Merger Sub or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 are duly obtained, (x) violate in any Law material respect any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Xxxxxxxx, Merger Sub or any of its Subsidiaries, Xxxxxxxx Subsidiary or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Xxxxxxxx, Merger Sub or any of its Subsidiaries Xxxxxxxx Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Xxxxxxxx, Merger Sub or any of its Subsidiaries Xxxxxxxx Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clause (y) above) for such violations, such as conflicts, breaches or defaults that, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyXxxxxxxx.

Authority; No Violation. (a) The Company has full corporate all requisite limited liability company power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinCompany Member Approval, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)Transactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved by the Company Board. The Company Board of Directors (on the recommendation of the Company. Consummation Company Special Committee) has unanimously (i) determined that (A) this Agreement and the terms of the transactions contemplated by Section 1.12 Merger and the related Transactions and other Company Matters are advisable, fair to and in the best interests of this Agreement has been duly the Company and validly approved by its members and (B) the Board of Directors interests of the Company’s Bank. Except for existing members will not be diluted as a result of the Merger and the related Transactions, (ii) approved, adopted and declared advisable this Agreement and the Transactions (including the Merger and other Company Matters), (iii) directed that the approval of the Company Shareholder Matters be submitted to the Company’s members and (iv) resolved to recommend that the members of the Company approve the Company Matters. Except for receipt of the approval of the Company Matters by written consent of (1) in the requisite vote case of clause (ii) of the definition of “Company Matters”, a percentage in interest in excess of 50% of the Common Unitholders (as such term is defined in the Company LLC Agreement), and (2) in the case of clauses (i) and (iii) of the definition of “Company Matters”, members of the Company who own Company Units representing more than 50% of the then-current percentage or other interest in the profits of the Company owned by all of the Company's shareholders members (the “Company Member Approval”), the Merger and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings Transactions have been authorized by all necessary limited liability company action on the part of the Company. Except for receipt of the Company or the Company’s Bank are necessary to approve Unitholder Approval, this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parentthe Acquiror and the Adviser) this Agreement constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyequity (the “Enforceability Exception”)). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with Transactions, nor the terms hereof or the consummation performance of this Agreement by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Organizational Documents or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 3.3(a) and Section 3.4 are duly obtainedobtained and/or made, (xA) violate any Law or Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, Consolidated Subsidiaries or (yB) except as Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company or any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected, except, with respect to clause (ii) aboveii)(B), any such as violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate will not have aggregate, reasonably be expected to be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect on the Companywhole.

Authority; No Violation. (a) The Company Seller has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger other Transaction Documents and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The adoption, execution and delivery of this Agreement and the other Transaction Documents to which the Seller is a party, and the approval of the consummation of the transactions contemplated hereby have and thereby have, as of the date of approval by the board of directors of the Seller, been recommended by, and are duly and validly adopted and approved by the Board of Directors unanimous vote of the Companyboard of directors of the Seller. Consummation The board of directors of the Seller has directed that this Agreement and the transactions contemplated by Section 1.12 hereby, including the Merger, be submitted to the stockholders of the Seller for adoption and approval at a meeting of such stockholders and, except for the adoption and approval of this Agreement has been duly and validly approved the Merger by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the CompanySeller's shareholders stockholders, no other corporate action and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank Seller are necessary to approve authorize this Agreement and the other Transaction Documents or to consummate the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement has and the other Transaction Documents have been duly and validly executed and delivered by the Company Seller and (assuming due authorization, execution and delivery by Parentthe Buyer, Merger Sub and the other parties thereto) this Agreement constitutes a constitute the valid and binding obligation obligations of the CompanySeller, enforceable against the Company Seller in accordance with its their respective terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither Except as set forth in Section 4.3(b) of the Seller Disclosure Schedule and assuming that all consents, authorizations, permits, waivers and approvals referred to in Section 4.3(a) and in Section 4.4 of the Seller Disclosure Schedule have been obtained and all registrations, declarations, filings and notifications described in Section 4.3(b) of the Seller Disclosure Schedule have been made and any waiting periods thereunder have terminated or expired, neither the execution and delivery of this Agreement or the other Transaction Documents by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, Seller nor the consummation by the Company Seller of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofthereby, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementwill, will (i) conflict with or violate any provision of the certificate Certificate of incorporation Incorporation or by-laws other organizational document of like nature or the Bylaws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order applicable to the Company Seller or any of its Subsidiaries, (ii) conflict with or violate any statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Seller or any of their respective properties its Subsidiaries or assets, by which any property or asset of the Seller or any of its Subsidiaries is bound or affected or (yiii) violate, conflict with, result in a any breach of or any provision of or the loss of any benefit under, or constitute a change of control or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give to others any right of termination termination, vesting, amendment, acceleration or cancellation under, accelerate the performance required byof, or result in the creation of any Lien a lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Seller or any of its Subsidiaries underpursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Seller or any of its Subsidiaries is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) and (iii) above, for any such as conflicts, violations, breaches or defaults which would not, either individually or in the aggregate will not aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger or (2) have a Material Adverse Effect on the CompanySeller.

Authority; No Violation. (a) The Company Each of Purchaser, Merger Sub 1 and Merger Sub 2 has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals shareholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Mergers have been duly and validly approved by the Board of Directors of Purchaser, and by Purchaser, as the Companysole member of each of Merger Sub 1 and Merger Sub 2. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of Purchaser has determined that the Company’s Bank. Except for Mergers, on the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders terms and execution of the Bank Merger Agreement conditions set forth in accordance with Section 1.12 of this Agreement, no is advisable and in the best interests of Purchaser and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Mergers) and has adopted a resolution to the foregoing effect. No other corporate proceedings on the part of the Company Purchaser or the Company’s Bank Merger Subs are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Purchaser and Merger Subs and (assuming due authorization, execution and delivery by Parentthe Company) this Agreement constitutes a valid and binding obligation of the CompanyPurchaser and Merger Subs, enforceable against the Company Purchaser and Merger Subs in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equity, whether applied Purchaser Common Stock and New Purchaser Preferred Stock to be issued in a court the First Merger have been validly authorized (subject to the filing of law or a court the certificates of equitydesignations for the New Purchaser Preferred Stock with the Florida DOS), and by bankruptcywhen issued, insolvency will be validly issued, fully paid and nonassessable, and no current or past shareholder of Purchaser will have any preemptive right or similar Laws affecting creditors' rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement by the Company Purchaser or the execution and delivery of the Bank Merger Agreement by the Company’s BankSubs, nor the consummation by the Company Purchaser or Merger Subs of the transactions contemplated hereby in accordance with (including the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMergers), or nor compliance by the Company Purchaser or Merger Subs with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate Purchaser Charter, the Purchaser Bylaws, the Merger Sub 1 Articles of incorporation or by-laws Organization, the Merger Sub 1 Operating Agreement the Merger Sub 2 Articles of the Company Organization or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesMerger Sub 2 Operating Agreement, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.4 are duly obtained, (x) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Purchaser, Merger Subs or any of its Subsidiaries, the other Purchaser Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Purchaser, Merger Subs or any of its the other Purchaser Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that would not reasonably be expected to have, either individually or in the aggregate will not have aggregate, a Material Adverse Effect on the CompanyPurchaser.

Authority; No Violation. (a) The Company Seller has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger other Transaction Documents and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents, and the Company’s consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the [unanimous] vote of the Board of Directors of the Seller. The Board of Directors of the Seller has directed that this Agreement and the transactions contemplated hereby, including the Merger, be submitted to the stockholders of the Seller for approval at a meeting of such stockholders and, except for the adoption of this Agreement by the Seller's stockholders, no other corporate action and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the other Transaction Documents or to consummate the Merger. This Agreement and the other Transaction Documents have been duly and validly executed and delivered by the Seller and (assuming due authorization, execution and delivery by the Buyer) constitute the valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms. (b) The Seller Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement andAgreement, subject to the Parties’ , perform its obligations thereunder and to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement the Bank Merger Agreement, the performance of its obligations thereunder and the consummation of the transactions contemplated hereby thereby have been duly and validly approved by the Board unanimous action of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Seller Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution adoption of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementby the Seller Bank's stockholders, no other corporate action and no other corporate proceedings on the part of the Company or the Company’s Seller Bank are necessary to approve this authorize the Bank Merger Agreement and or the performance of the Seller Bank's obligations thereunder or to consummate the transactions contemplated herebythereby. This Agreement has been The Bank Merger Agreement, upon execution and delivery by the Seller Bank, will be duly and validly executed and delivered by the Company Seller Bank and (assuming due authorizationwill constitute a legal, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of the CompanySeller Bank, enforceable against the Company Seller Bank in accordance with its terms, except as enforcement may . Seller shall cause the Bank Merger Agreement to be limited approved by general principles the stockholders of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallythe Seller Bank prior to the Effective Time. (bc) Neither the execution and delivery of this Agreement or the other Transaction Documents by the Company Seller nor the consummation by the Seller of the transactions contemplated hereby or thereby; nor the execution and delivery of the Bank Merger Agreement by the Company’s Seller Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Seller Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or thereby; nor compliance by the Company Seller or the Seller Bank with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.4 hereof are duly obtained, (x) violate any Law statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Seller or any of its Subsidiaries, subsidiaries or by which any property or asset of the Seller or any of their respective properties its subsidiaries is bound or assetsaffected, or (yii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Seller or any of its Subsidiaries under, subsidiaries under any of the terms, conditions or provisions of (A) the Articles of Organization or other charter document of like nature or By-laws of the Seller or any of its subsidiaries, or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Seller is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to in the case of clause (iiii)(B) above, for such as violations, conflicts, breaches or defaults which either individually or in the aggregate will would not have a Material Adverse Effect on the CompanySeller.