Common use of Authorization; No Defaults Clause in Contracts

Authorization; No Defaults. Heartland's Board of Directors has, by all appropriate action, approved this Agreement and the Merger and authorized the execution hereof and thereof on its behalf by its duly authorized officers and the performance by Heartland of its obligations hereunder. Heartland's Board of Directors has directed that the plan of merger (within the meaning of the Illinois Corporate Law) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, be submitted to the shareholders of Heartland for approval at the Heartland Shareholders' Meeting (as defined in Section 4.03 hereof), and, except for the adoption and approval of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding shares of Heartland Common, no other corporate proceedings on the part of Heartland are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement, including the Merger. Nothing in the Articles of Incorporation or Bylaws of Heartland, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S.") by or to which it or any of its subsidiaries are bound or subject would prohibit or inhibit Heartland from consummating this Agreement and the Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Heartland and constitutes a legal, valid and binding obligation of Heartland, enforceable against Heartland in accordance with its respective terms. Heartland and its subsidiaries are neither in default under nor in violation of any provision of their Articles or Certificate of Incorporation or Association, as the case may be, Bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, insurance policy, purchase or other commitment or any other agreement or arrangement (however evidenced), whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default or violation.

Authorization; No Defaults. HeartlandPinnacle's Board of Directors has, by all appropriate action, approved this Agreement, the Pinnacle Option Agreement and the Merger and authorized the execution hereof and thereof on its behalf by its duly authorized officers and the performance by Heartland Pinnacle of its obligations hereunder. HeartlandPinnacle's Board of Directors has directed that the plan agreement of merger (within the meaning of the Illinois Corporate LawMBCA) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, be submitted to the shareholders of Heartland Pinnacle for approval at the Heartland Pinnacle Shareholders' Meeting (as defined in Section 4.03 hereof), and, except for the adoption and approval of this Agreement by the affirmative vote of the holders of two-thirds a majority of the outstanding shares of Heartland Pinnacle Common, no other corporate proceedings on the part of Heartland Pinnacle are necessary to approve this Agreement, the Pinnacle Option Agreement or and to consummate the transactions contemplated by this Agreement, including the Merger, and by the Pinnacle Option Agreement. Nothing in the Articles of Incorporation or Bylaws of HeartlandPinnacle, as amended, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S."Agreement) by or to which it or any of its subsidiaries are bound or subject would prohibit or inhibit Heartland Pinnacle from consummating this Agreement and the Merger on the terms and conditions herein contained. This Agreement has and the Pinnacle Option Agreement have been duly and validly executed and delivered by Heartland Pinnacle and constitutes constitute a legal, valid and binding obligation of HeartlandPinnacle, enforceable against Heartland Pinnacle in accordance with its their respective terms. Heartland Pinnacle and its subsidiaries are neither in default under nor in violation of any provision of their Articles or Certificate of Incorporation or Association, as the case may be, Bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, insurance policy, purchase or other commitment or any other agreement or arrangement (however evidenced), whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default or violation. Holders of Pinnacle Common do not have dissenters' rights under the MBCA in connection with the Merger.

Authorization; No Defaults. HeartlandLandmark's Board of Directors has, by all appropriate action, approved this Agreement, the Landmark Option Agreement and the Merger and authorized the execution hereof and thereof on its behalf by its duly authorized officers and the performance by Heartland Landmark of its obligations hereunder. HeartlandLandmark's Board of Directors has directed that the plan agreement of merger (within the meaning of the Illinois Corporate LawDGCL) contained in this Agreement and the transactions contemplated provided for by this Agreement, including the Merger, be submitted to the shareholders of Heartland Landmark for approval at the Heartland Landmark Shareholders' Meeting (as defined in Section 4.03 4.3 hereof), and, except for the adoption and approval of this Agreement by the affirmative vote of the holders of two-thirds a majority of the outstanding shares of Heartland Landmark Common, no other corporate proceedings on the part of Heartland Landmark are necessary to approve this Agreement, the Landmark Option Agreement or and to consummate the transactions contemplated by this Agreement, including the Merger, and by the Landmark Option Agreement. Nothing in the Articles Certificate of Incorporation or Bylaws of HeartlandLandmark, as amended, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S."Agreement) by or to which it or any of its subsidiaries are bound or subject would prohibit or inhibit Heartland Landmark from consummating this Agreement and the Merger on the terms and conditions herein contained. This Agreement has and the Landmark Option Agreement have been duly and validly executed and delivered by Heartland Landmark and constitutes constitute a legal, valid and binding obligation of HeartlandLandmark, enforceable against Heartland Landmark in accordance with its their respective terms. Heartland Landmark and its subsidiaries are neither in default under nor in violation of any provision of their Articles or Certificate of Incorporation or Association, as the case may be, Bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, insurance policy, purchase or other commitment or any other agreement or arrangement (however evidenced), whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default or violation.

Authorization; No Defaults. Heartland's (a) Coast and the Bank have all requisite corporate power and authority to execute and deliver this Agreement. The Board of Directors has, by all appropriate action, of Coast has approved this Agreement and the Merger Merger, and they have authorized the execution and delivery hereof on behalf of Coast and thereof on its behalf the Bank by its duly authorized officers and, subject to the requisite approval and adoption of this Agreement by their respective shareholders, the performance by Heartland of its their respective obligations hereunder. Heartland's Board of Directors has directed that Subject to the plan of merger (within the meaning receipt of the Illinois Corporate Law) contained in this Agreement requisite approval and the transactions contemplated by this Agreement, including the Merger, be submitted to the shareholders of Heartland for approval at the Heartland Shareholders' Meeting (as defined in Section 4.03 hereof), and, except for the adoption and approval of this Agreement by the affirmative vote shareholders of Coast and the holders of two-thirds of the outstanding shares of Heartland CommonBank, no other corporate proceedings on the part of Heartland are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement, including the Merger. Nothing nothing in the Articles articles of Incorporation incorporation or Bylaws bylaws of HeartlandCoast or the Bank, or any other agreement, agreement or instrument, decree, proceeding, law or regulation proceeding (except as specifically referred to in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S."Agreement) by or to which it or any of its subsidiaries are either entity is bound or subject would prohibit or inhibit Heartland either of such corporations from consummating this Agreement and the Merger on the terms and conditions herein contained. . (b) Other than (i) in connection or compliance with the provisions of applicable state corporate and securities laws, federal securities laws, and rules of Nasdaq, (ii) consents required from, or notification, to or filings with Bank Regulators, and (iii) notices to or filings with the Internal Revenue Service, or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, no notice to, registration, declaration, or filing with, order, authorization, or permit of, exemption or waiver by, or consent of, or any action by any court, governmental, regulatory, or administrative agency, commission, authority, or instrumentality, (a “Governmental Entity”) is necessary for the consummation by Coast or the Bank of this Agreement or any of the transactions contemplated hereby, other than such notices, registrations, declarations, filings, authorizations, permits, exceptions, waivers, consents, or actions, which if not made, obtained, or taken would not have or be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Coast. (c) This Agreement has been duly and validly executed and delivered by Heartland Coast and the Bank and constitutes a legal, valid and binding obligation of Heartland, enforceable against Heartland in accordance with its respective terms. Heartland Coast and its subsidiaries are neither in default under nor in violation of any provision of their Articles or Certificate of Incorporation or Associationthe Bank, as the case may be, Bylawsenforceable against each of them in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws, rules or regulations affecting creditors’ rights generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings are brought (the “Bankruptcy and Equity Exceptions”)). Neither Coast nor the Bank is in material conflict with, or in material default under, or in material violation of, any provision of its articles of incorporation, or bylaws, or any material promissory note, indenture or any indenture, evidence of indebtedness (or security therefor), lease, contract, insurance policy, purchase or other material commitment or any other agreement or arrangement (however evidenced), whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default or violationagreement.

Authorization; No Defaults. Heartland's (a) All the members of the Board of Directors hasof FSI entered into a Voting Agreement, dated as of the date of this Agreement, pursuant to which they agreed to vote their shares of FSI Common in favor of the Holding Company Merger. Certain shareholders of FSI entered into Voting and Support Agreements, dated as of the date of this Agreement, pursuant to which they agreed to vote their shares of FSI Common in favor of the Holding Company Merger and waive certain rights as further described in such agreements. The Boards of Directors of FSI and FS Bank have, by all appropriate action, approved this Agreement and the Holding Company Merger or Bank Merger, as applicable and contemplated hereby, and have authorized the execution hereof of this Agreement and thereof the applicable Plan of Merger on its FSI's or FS Bank's behalf by its their respective duly authorized officers and the performance by Heartland FSI and FS Bank of its their respective obligations hereunder. Heartland's The Board of Directors has directed that of FSI received, at the plan of merger (within the meaning of the Illinois Corporate Law) contained in meeting at which it approved this Agreement and the transactions contemplated by this Agreement, including the Holding Company Merger, be submitted the oral opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. to the effect that, as of the date of that meeting, the Merger Consideration was fair, from a financial point of view, to the shareholders of Heartland for approval at FSI. Except as provided in the Heartland Shareholders' Meeting (as defined in Section 4.03 hereof)FSI Disclosure Schedule, and, except for the adoption and approval of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding shares of Heartland Common, no other corporate proceedings on the part of Heartland are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement, including the Merger. Nothing nothing in the Articles of Incorporation or Bylaws of HeartlandFSI, as amended, or the Articles of Incorporation or Bylaws of FS Bank, as amended, or in any material agreement or instrument, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S."Agreement) by or to which it FSI or any of its subsidiaries are FS Bank is bound or subject subject, would prohibit FSI or inhibit Heartland FS Bank from consummating consummating, or would be violated or breached by FSI's or FS Bank's consummation of, this Agreement Agreement, the Holding Company Merger or the Bank Merger and the Merger other transactions contemplated herein on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Heartland FSI and FS Bank and constitutes a legal, valid and binding obligation of HeartlandFSI and FS Bank, enforceable against Heartland FSI and FS Bank in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles. Heartland No corporate acts or proceedings, other than those already taken and its subsidiaries the approval of the Holding Company Merger by the holders of a majority of the outstanding shares of FSI Common and the Bank Merger by FSI as sole shareholder of FS Bank, are required by law to be taken by FSI or FS Bank to authorize the execution, delivery and performance of this Agreement. (b) Except as set forth in Section 2.02 of the FSI Disclosure Schedule, neither FSI nor any of the Subsidiaries is, nor will be by reason of the consummation of the transactions contemplated herein, in material default under nor or in material violation of any provision of, nor will the consummation of their Articles or Certificate of Incorporation or Associationthe transactions contemplated herein afford any party a right to accelerate any indebtedness under, as the case may be, Bylaws, FSI's or any of the Subsidiaries' organizational documents, any material promissory note, indenture or any other evidence of indebtedness or security therefor, or any material lease, contract, insurance policy, purchase or other commitment or agreement to which it is a party or by which it or its property is bound. (c) Except as set forth in Section 2.02 of the FSI Disclosure Schedule, neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby, does or will (i) result in the creation of, or give any person, corporation or entity the right to create, any lien, charge, encumbrance, security interest, or any other agreement rights of others or other adverse interest upon any right, property or asset of FSI or any Subsidiary; (ii) terminate, or give any person, corporation or entity the right to terminate, amend, abandon, or refuse to perform, any note, bond, indenture, loan, mortgage, security agreement, contract, arrangement or commitment to which FSI or any Subsidiary is subject or bound, the result of which would have a Material Adverse Effect (however evidencedas defined below); or (iii) accelerate or modify, whether or give any party thereto the right to accelerate or modify, the time within which, or the terms according to which, FSI or any Subsidiary is to perform any duties or obligations or receive any rights or benefits under any note, bond, indenture, loan, mortgage, security agreement, contract, arrangement or commitment. For the purpose of this Agreement, a "Material Adverse Effect" means any effect, circumstance, occurrence or change that (i) is material and adverse to the financial position, results of operations or business of FSI and the Subsidiaries taken as a whole, or GABC and German American taken as a whole, as applicable or (ii) would materially impair the ability of FSI or GABC, as applicable, to perform its obligations under this Agreement; provided, however, that a Material Adverse Effect shall not be deemed to include the impact of (a) changes in banking and similar laws of general applicability to banks or their holding companies or interpretations thereof by courts or governmental authorities, (b) changes in GAAP or regulatory accounting requirements applicable to banks or their holding companies generally, (c) any modifications or changes to valuation policies and practices in connection with the Mergers or restructuring charges taken in connection with the Mergers, in each case in accordance with GAAP, (d) effects of any action taken with the prior written consent of the other party hereto, (e) changes in the general level of interest rates (including the impact on the securities portfolios of FSI and FS Bank, or oralGABC and German American, as applicable) or conditions or circumstances relating to or that affect either the United States economy, financial or securities markets or the banking industry, generally, (f) changes resulting from expenses (such as legal, accounting and investment bankers' fees) incurred in connection with this Agreement or the transactions contemplated herein, including without limitation payment of any amounts due to, or the provision of any benefits to, any directors, officers or employees under agreements, plans or other arrangements in existence of or contemplated by this Agreement and disclosed to GABC, (g) the impact of the announcement of this Agreement and the transactions contemplated hereby, and there compliance with this Agreement on the business, financial condition or results of operations of FSI and the Subsidiaries, or GABC and German American, as applicable and (h) the occurrence of any military or terrorist attack within the United States or any of its possessions or offices; provided that in no event shall a change in the trading price of the GABC Common Stock, by itself, be considered to constitute a Material Adverse Effect on GABC (it being understood that the foregoing proviso shall not prevent or otherwise affect a determination that any effect underlying such decline has not occurred any event that, resulted in a Material Adverse Effect). (d) Other than the filing of Articles of Merger with the lapse Indiana Secretary of time State and the Kentucky Secretary of State for the Mergers and in connection or giving in compliance with the banking regulatory approvals contemplated by Section 5.01, federal and state securities laws and the rules and regulations promulgated thereunder and rules of NASDAQ, no notice to, filing with, authorization of, exemption by, or bothconsent or approval of, any public body or authority is necessary for the consummation by FSI or FS Bank of the transactions contemplated by this Agreement. (e) Other than those filings, authorizations, consents and approvals referenced in Section 2.02(d) above and except as set forth in the FSI Disclosure Schedule, no notice to, filing with, authorization of, exemption by, or consent or approval of, any third party is necessary for the consummation by FSI or FS Bank of the transactions contemplated by this Agreement, except for such authorizations, exemptions, consents or approvals, the failure of which to obtain, would constitute such not be reasonably likely to result in a default or violationMaterial Adverse Effect.

Authorization; No Defaults. Heartland's Board The Boards of Directors has, of each of the CIB Parties have by all appropriate action, requisite action approved this Agreement and the Merger transactions contemplated hereby and have authorized the execution hereof and thereof on its behalf by its their duly authorized officers and the performance by Heartland them of its their obligations hereunder. Heartland's Board of Directors has directed that the plan of merger (within the meaning of the Illinois Corporate Law) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, be submitted to the shareholders of Heartland for approval at the Heartland Shareholders' Meeting (as defined in Section 4.03 hereof), and, except for the adoption and approval of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding shares of Heartland Common, no other corporate proceedings on the part of Heartland are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement, including the Merger. Nothing in the Articles of Incorporation Incorporation, Charter or Bylaws of Heartlandany of the CIB Parties, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to for the regulatory approvals contemplated in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S."Section 6.01) by or to which it or any of its subsidiaries are them is bound or subject would prohibit subject, prohibits or inhibit Heartland inhibits any of them from consummating this Agreement and the Merger Stock Purchase on the terms and conditions herein containedcontained or requires that the approval of the shareholders of CIB Marine be obtained in order to authorize the consummation of the transactions contemplated by this Agreement, except that at the date hereof only, this Agreement requires the consent of the lender pursuant to the Amended Credit Agreement with M&I Marshall & Ilsley Bank ("M&I"). This Agreement has been duly and validly executed and vali▇▇▇ ▇▇▇▇ute▇ ▇▇▇ delivered by Heartland each of the CIB Parties and constitutes a the legal, valid and binding obligation of Heartlandeach CIB Party, enforceable against Heartland them in accordance with its respective terms. Heartland Except as set forth in Section 2.02 of that certain document delivered jointly by the CIB Parties to First Banks entitled "Disclosure Schedule" and its subsidiaries are executed by the CIB Parties and the First Banks Parties concurrently with the execution and delivery of this Agreement (the "Disclosure Schedule") neither CIB Marine, Hillside, Bank nor any Bank Subsidiary (as defined in Section 2.03 hereof) is in default under nor in violation of any provision of their its Charter, Articles or Certificate of Incorporation or Association, as the case may beIncorporation, Bylaws, or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, insurance policy, purchase or other commitment or any other agreement or arrangement (however evidenced)which is material to such entity and its subsidiaries, whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such taken as a default or violationwhole.

Authorization; No Defaults. Heartland's The Board of Directors hasof 1ST BANCORP, by all appropriate action, has approved this Agreement, the Plan of Merger and the Merger and has authorized the execution of this Agreement and the Plan of Merger and authorized the execution hereof and thereof on its behalf by its duly authorized officers and the performance by Heartland 1ST BANCORP of its obligations hereunder. Heartland's Board of Directors has directed that the plan of merger (within the meaning of the Illinois Corporate Law) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, be submitted to the shareholders of Heartland for approval at the Heartland Shareholders' Meeting (as defined in Section 4.03 hereof), and, except for the adoption and approval of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding shares of Heartland Common, no other corporate proceedings on the part of Heartland are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement, including the Merger. Nothing in the Articles of Incorporation or Bylaws of Heartland1ST BANCORP, as amended, or the Charter or Bylaws of the Bank, as amended, or the Articles of Incorporation or Bylaws of any of the Subsidiaries, as amended, or in any material agreement or instrument, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S."Agreement) by or to which it 1ST BANCORP, the Bank, or any of its subsidiaries are the Subsidiaries is bound or subject subject, would prohibit 1ST BANCORP from consummating, or inhibit Heartland from consummating would be violated or breached by 1ST BANCORP's consummation of, this Agreement and the Merger and other transactions contemplated herein on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Heartland 1ST BANCORP and constitutes a legal, valid and binding obligation of Heartland1ST BANCORP, enforceable against Heartland 1ST BANCORP in accordance with its respective terms, subject to the provisions of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or similar laws affecting the enforceability of creditors' rights generally from time to time in effect and equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion. Heartland and its subsidiaries are neither Neither 1ST BANCORP, the Bank, nor any of the Subsidiaries is, nor will be by reason of the consummation of the transactions contemplated herein, in material default under nor or in material violation of any provision of, nor will the consummation of their Articles or Certificate of Incorporation or Associationthe transactions contemplated herein afford any party a right to accelerate any indebtedness under, as 1ST BANCORP's, the case may be, BylawsBank's, or any of the Subsidiaries' articles of incorporation or bylaws, any material promissory note, indenture or any other evidence of indebtedness or security therefor, or any material lease, contract, insurance policy, purchase or other commitment or any other agreement to which either 1ST BANCORP or arrangement (however evidenced), whether written the Bank is a party or oral, and there has not occurred any event that, with the lapse of time by which it or giving of notice or both, would constitute such a default or violationits property is bound.

Authorization; No Defaults. Heartland's The Board of Directors hasof 1ST BANCORP, by all appropriate action, has approved this Agreement, the Plan of Merger and the Merger and has authorized the execution of this Agreement and the Plan of Merger and authorized the execution hereof and thereof on its behalf by its duly authorized officers and the performance by Heartland 1ST BANCORP of its obligations hereunder. Heartland's Board of Directors has directed that the plan of merger (within the meaning of the Illinois Corporate Law) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, be submitted to the shareholders of Heartland for approval at the Heartland Shareholders' Meeting (as defined in Section 4.03 hereof), and, except for the adoption and approval of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding shares of Heartland Common, no other corporate proceedings on the part of Heartland are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement, including the Merger. Nothing in the Articles of Incorporation or Bylaws of Heartland1ST BANCORP, as amended, or the Charter or Bylaws of the Bank, as amended, or the Articles of Incorporation or Bylaws of any of the Subsidiaries, as amended, or in any material agreement or instrument, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S."Agreement) by or to which it 1ST BANCORP, the Bank, or any of its subsidiaries are the Subsidiaries is bound or subject subject, would prohibit 1ST BANCORP from consummating, or inhibit Heartland from consummating would be violated or breached by 1ST BANCORP's consummation of, this Agreement and the Merger and other transactions contemplated herein on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Heartland 1ST BANCORP and constitutes a legal, valid and binding obligation of Heartland1ST BANCORP, enforceable against Heartland 1ST BANCORP in accordance with its respective terms, subject to the provisions of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or similar laws affecting the enforceability of creditors' rights generally from time to time in effect and equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion. Heartland and its subsidiaries are neither Neither 1ST BANCORP, the Bank, nor any of the Subsidiaries is, nor will be by reason of the consummation of the transactions contemplated herein, in material default under nor or in material violation of any provision of, nor will the consummation of their Articles or Certificate of Incorporation or Associationthe transactions contemplated herein afford any party a right to accelerate any indebtedness under, as 1ST BANCORP's, the case may be, BylawsBank's, or any of the Subsidiaries' articles of incorporation or bylaws, any material promissory note, indenture or any other evidence of indebtedness or security therefor, or any material lease, contract, insurance policy, purchase or other commitment or any other agreement to which either 1ST BANCORP or arrangement the Bank is a party or by which it or its property is bound. (however evidencedp), whether written or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default or violation.

Authorization; No Defaults. Heartland's Board The Boards of Directors of Stone City has, by all appropriate action, approved this Agreement, the Plan of Merger and the Merger, and have authorized the execution of this Agreement and the Plan of Merger and authorized the execution hereof and thereof on its their behalf by its their duly authorized officers and the performance by Heartland Stone City and Stone City Bank of its their respective obligations hereunder. Heartland's Board of Directors has directed that the plan of merger (within the meaning of the Illinois Corporate Law) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, be submitted to the shareholders of Heartland for approval at the Heartland Shareholders' Meeting (as defined in Section 4.03 hereof), and, except for the adoption and approval of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding shares of Heartland Common, no other corporate proceedings on the part of Heartland are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement, including the Merger. Nothing in the Articles of Incorporation or Bylaws of HeartlandStone City, as amended, or the Articles of Incorporation or Bylaws of Stone City Bank, as amended, or in any material agreement or instrument, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S."Agreement) by or to which it Stone City or any of its subsidiaries are Stone City Bank is bound or subject subject, would prohibit Stone City from consummating, or inhibit Heartland from consummating would be violated or breached by Stone City's consummation of, this Agreement and Agreement, the Merger and other transactions contemplated herein on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Heartland Stone City and constitutes a legal, valid and binding obligation of HeartlandStone City, enforceable against Heartland Stone City in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles. Heartland No corporate acts or proceedings, other than those already taken, are required by law to be taken by Stone City to authorize the execution, delivery and its subsidiaries are neither performance, of this Agreement. Neither Stone City nor Stone City Bank is, nor will be by reason of the consummation of the transactions contemplated herein, in material default under nor or in material violation of any provision of, nor will the consummation of their Articles the transactions contemplated herein afford any party a right to accelerate any indebtedness under, its certificate of incorporation, charter or Certificate of Incorporation or Associationbylaws, as the case may be, Bylaws, or any material promissory note, indenture or any other evidence of indebtedness or security therefor, or any material lease, contract, insurance policy, purchase or other commitment or any other agreement to which it is a party or arrangement (however evidenced), whether written by which it or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default or violationits property is bound.

Authorization; No Defaults. Heartland's (a) All of the members of the Board of Directors hasof GABC entered into a Voting Agreement, dated as of the date of this Agreement, pursuant to which they agreed to vote their shares of GABC Common in favor of the Holding Company Merger (the “GABC Voting Agreement”). The Boards of Directors of GABC and German American and the sole shareholder of German American have, by all appropriate action, approved this Agreement and the Merger Mergers and authorized the execution hereof on GABC’s and thereof on its behalf German American’s behalf, as applicable, by its their respective duly authorized officers and the performance by Heartland each such entity of its obligations hereunder. Heartland's Prior to the execution of this Agreement, the Board of Directors of GABC received an opinion (which, if initially rendered verbally, has directed that been or will be confirmed in a written opinion, dated the plan same date) of merger (within K▇▇▇▇, B▇▇▇▇▇▇▇ & W▇▇▇▇, Inc. to the meaning effect that, as of the Illinois Corporate Law) contained in this Agreement date of such opinion, and the transactions contemplated by this Agreement, including the Merger, be submitted based upon and subject to the shareholders factors, assumptions, and limitations set forth therein, the Exchange Ratio is fair, from a financial point of Heartland for approval at view, to GABC (the Heartland Shareholders' Meeting (as defined in Section 4.03 hereof“GABC Fairness Opinion”), and, except for the adoption and approval of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding shares of Heartland Common, no other corporate proceedings on the part of Heartland are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement, including the Merger. Nothing in (i) the Articles of Incorporation or Bylaws of HeartlandGABC or German American, as amended, or (ii) any other material agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S."Agreement) by or to which it either of them or any of its their subsidiaries are is bound or subject would prohibit GABC or inhibit Heartland German American from consummating consummating, or would be violated or breached by GABC or German American’s consummation of, this Agreement and the Merger Mergers and other transactions contemplated herein on the terms and conditions herein contained, except (in the case of clause (ii) above) for such violations or breaches that would not result in a Material Adverse Effect on GABC. This Agreement has been duly and validly executed and delivered by Heartland GABC and German American and constitutes a legal, valid and binding obligation of Heartland, enforceable against Heartland them in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors’ rights or by general equitable principles. Heartland No other corporate acts or proceedings, other than those already taken and its subsidiaries the approval of the Holding Company Merger by the holders of a majority of the outstanding shares of GABC Common and the Bank Merger by GABC as sole shareholder of German American, are neither required by law to be taken by GABC or German American to authorize the execution, delivery and performance of this Agreement. (b) Except as set forth in Section 3.02(b) of the GABC Disclosure Schedule, none of GABC or the GABC Subsidiaries are, nor will be by reason of the consummation of the transactions contemplated herein, in material default under nor or in material violation of any provision of, nor will the consummation of their Articles the transactions contemplated herein afford any party a right to accelerate any indebtedness under, GABC or Certificate the GABC Subsidiaries’ articles of Incorporation incorporation or Associationbylaws, as the case may be, Bylaws, or any material promissory note, indenture or any other evidence of indebtedness or security therefor, or any material lease, contract, insurance policy, purchase or other commitment or agreement to which it is a party or by which it or its property is bound. (c) Neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby, does or will (i) result in the creation of, or give any person, corporation or entity the right to create, any lien, charge, encumbrance, security interest, or any other agreement rights of others or other adverse interest upon any right, property or asset of GABC or the GABC Subsidiaries; (ii) terminate, or give any person, corporation or entity the right to terminate, amend, abandon, or refuse to perform, any note, bond, indenture, loan, mortgage, security agreement, contract, arrangement or commitment to which GABC or the GABC Subsidiaries is subject or bound, the result of which would have a Material Adverse Effect on GABC; or (however evidenced)iii) accelerate or modify, whether written or oralgive any party thereto the right to accelerate or modify, the time within which, or the terms according to which, GABC or the GABC Subsidiaries is to perform any duties or obligations or receive any rights or benefits under any note, bond, indenture, loan, mortgage, security agreement, contract, arrangement or commitment. (d) Other than the filing of Articles/Certificate of Merger with the Indiana Secretary of State and the Ohio Secretary of State for the Mergers and in connection or in compliance with the banking regulatory approvals contemplated by Section 5.01, federal and state securities laws and the rules and regulations promulgated thereunder, including the SEC’s order declaring effective GABC’s registration statement under the 1933 Act with respect to the Holding Company Merger, and there has not occurred rules of NASDAQ and OTC Markets, no notice to, filing with, authorization of, exemption by, or consent or approval of, any event thatpublic body or authority is necessary for the consummation by GABC or German American of the transactions contemplated by this Agreement. (e) Other than those filings, with authorizations, consents and approvals referenced in Section 3.02(d) above and except as set forth in Section 3.02(b) of the lapse GABC Disclosure Schedule no notice to, filing with, authorization of, exemption by, or consent or approval of, any third party is necessary for the consummation by GABC or German American of time the transactions contemplated by this Agreement, except for such authorizations, exemptions, consents or giving approvals, the failure of notice or bothwhich to obtain, would constitute such not be reasonably likely to result in a default or violationMaterial Adverse Effect.

Authorization; No Defaults. Heartland's Board (a) The Boards of Directors hasof UCBN and United Commerce have, by all appropriate action, approved this Agreement and the Holding Company Merger or Bank Merger, as applicable and contemplated hereby, including the taking of action specifically excepting this Agreement and the Holding Company Merger and Bank Merger from any super-majority voting requirement otherwise imposed upon such matters by the Articles of Incorporation of UCBN, and have authorized the execution hereof of this Agreement and thereof the applicable Plan of Merger on its UCBN's or United Commerce's behalf by its their respective duly authorized officers and the performance by Heartland UCBN and United Commerce of its their respective obligations hereunder. Heartland's The Board of Directors has directed that of UCBN received, at the plan of merger (within the meaning of the Illinois Corporate Law) contained in meeting at which it approved this Agreement and the transactions contemplated by this Agreement, including the Holding Company Merger, be submitted the oral opinion of R▇▇▇▇▇▇▇▇ & Associates, LLC to the effect that, as of the date of that meeting, the Holding Company Merger was fair to the shareholders of Heartland for approval at the Heartland Shareholders' Meeting (as defined in Section 4.03 hereof), and, except for the adoption and approval UCBN from a financial point of this Agreement by the affirmative vote of the holders of two-thirds of the outstanding shares of Heartland Common, no other corporate proceedings on the part of Heartland are necessary to approve this Agreement or to consummate the transactions contemplated by this Agreement, including the Mergerview. Nothing in the Articles of Incorporation or Bylaws of HeartlandUCBN, as amended, or the Articles of Incorporation or Bylaws of United Commerce, as amended, or in any material agreement or instrument, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement including certain laws and regulations of the Office of Thrift Supervision (the "O.T.S."Agreement) by or to which it UCBN or any of its subsidiaries are United Commerce is bound or subject subject, would prohibit UCBN or inhibit Heartland United Commerce from consummating consummating, or would be violated or breached by UCBN's or United Commerce’s consummation of, this Agreement Agreement, the Holding Company Merger or the Bank Merger and the Merger other transactions contemplated herein on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Heartland UCBN and United Commerce and constitutes a legal, valid and binding obligation of HeartlandUCBN and United Commerce, enforceable against Heartland UCBN and United Commerce in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles. Heartland No corporate acts or proceedings, other than those already taken and its subsidiaries other than the approval of the Merger by the holders of a majority of the outstanding shares of UCBN Common and by UCBN as sole shareholder of United Commerce are neither required by law to be taken by UCBN or United Commerce to authorize the execution, delivery and performance of this Agreement. (b) Neither UCBN nor United Commerce is, nor will be by reason of the consummation of the transactions contemplated herein, in material default under nor or in material violation of any provision of, nor will the consummation of their Articles the transactions contemplated herein afford any party a right to accelerate any indebtedness under, its certificate of incorporation, charter or Certificate of Incorporation or Associationbylaws, as the case may be, Bylaws, or any material promissory note, indenture or any other evidence of indebtedness or security therefor, or, except as set forth in Section 2.02 of the disclosure schedule that has been prepared by UCBN and delivered by UCBN to GABC in connection with the execution and delivery of this Agreement (the “UCBN Disclosure Schedule”), any material lease, contract, insurance policy, purchase or other commitment or any other agreement to which it is a party or arrangement (however evidenced), whether written by which it or oral, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default or violationits property is bound.