Common use of Authorization of Agreement; No Conflicts Clause in Contracts

Authorization of Agreement; No Conflicts. 4.4.1 The execution and delivery of this Agreement and the Merger Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the parts of BANCORP and BANK. This Agreement has been duly executed and delivered by BANCORP and BANK and constitutes a legal, valid and binding obligation of BANCORP and BANK, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. The Merger Agreements, upon the receipt of all Requisite Regulatory Approvals and the due execution and filing of such Merger Agreements in accordance with the applicable provisions of the California Corporations Code, will constitute a legal, valid and binding obligation of BANK and BANCORP, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally or by general equitable principles. 4.4.2 Except as discussed on Schedule 4.4, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not and will not conflict with, or result in any violation of or default or loss of a material benefit under, any provision of the Articles of Incorporation or Bylaws of BANCORP and BANK, or except for the necessity of obtaining the Requisite Regulatory Approvals and successful completion of the BANCORP Public Offering, any material mortgage, indenture, lease, agreement or other material instrument, or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BANCORP or BANK or any of their assets or properties or any of their respective Subsidiaries, other than any such conflict, violation, default or loss which (i) will not have a Material Adverse Effect on BANCORP and BANK taken as a whole; or (ii) will be cured or waived prior to the Effective Time. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery of this Agreement by BANCORP and BANK or the performance by BANCORP and BANK of their obligations hereunder, except for (a) filings required in order to obtain Requisite Regulatory Approvals; (b) the filing of the Form S-1 Registration Statement with the SEC relative to the BANCORP Public Offering and the declaration of the effectiveness of the Form S-1 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (c) the filing of the Form S-4 Registration Statement (including the Proxy Statement/Prospectus constituting a part thereof) with the SEC relating to the Mergers and the declaration of effectiveness of the Form S-4 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (d) the filing and approval of the Merger Agreements with the Secretary of the State of California and the Commissioner; (e) any approvals required to be obtained pursuant to the BHCA or the Federal Deposit Insurance Act or any other required governmental approval for the execution and delivery of this Agreement by BANCORP and BANK or the consummation of the Mergers; (e) any consents, authorizations, approvals, filings or exemptions required to be made or obtained under the securities or "blue sky" laws of various jurisdictions in connection with the issuance of shares of BANCORP Common Stock contemplated by this Agreement; and (f) as set forth in Schedule 4.4.

Authorization of Agreement; No Conflicts. 4.4.1 The execution and delivery of this Agreement and the Merger Agreements Agreement by Company and Bank, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action on the parts part of BANCORP Company and BANKBank, subject only to the approval of this Agreement, the Merger Agreement and the Merger by Company’s shareholders. This Agreement has been duly executed and delivered by BANCORP Company and BANK Bank and constitutes a legal, valid and binding obligation of BANCORP Company and BANKBank, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principlesprinciples and by Section 8(b)(6)(D) of the XXX Xxx, 00 X.X.X. 0000(x)(0)(X). The Merger AgreementsAgreement, upon the receipt of all Requisite Regulatory Approvals and the due execution and filing of such Merger Agreements Agreement in accordance with the applicable provisions of the California Corporations Code and the California Financial Code, will constitute a legal, valid and binding obligation of BANK Company and BANCORPBank, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally or and by general equitable principlesprinciples and by Section 8(b)(6)(D) of the XXX Xxx, 00 X.X.X. 0000(x)(0)(X). 4.4.2 Except as discussed disclosed on Schedule 4.4, the execution and delivery of this Agreement and the Merger Agreement, and the consummation of the transactions contemplated hereby does and thereby, do not and will not conflict with, or result in any violation of or default or loss of a material benefit under, any provision of the Articles of Incorporation or Bylaws of BANCORP and BANK, Company or except for the necessity of obtaining the Requisite Regulatory Approvals and successful completion of the BANCORP Public OfferingBank, any material mortgage, indenture, lease, agreement or other material instrument, instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BANCORP Company or BANK or any of their assets or properties Bank or any of their respective Subsidiariesassets or properties, other than any such conflict, violation, default or loss which (i) will not have a Material Adverse Effect on BANCORP Company and BANK Bank taken as a whole; or (ii) will be cured or waived prior to the Effective Time. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery of this Agreement by BANCORP and BANK or the performance by BANCORP and BANK of their obligations hereunder, except for (a) filings required in order to obtain Requisite Regulatory Approvals; (b) the filing of the Form S-1 Registration Statement with the SEC relative to the BANCORP Public Offering and the declaration of the effectiveness of the Form S-1 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (c) the filing of the Form S-4 Registration Statement (including the Proxy Statement/Prospectus constituting a part thereof) with the SEC relating to the Mergers and the declaration of effectiveness of the Form S-4 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (d) the filing and approval of the Merger Agreements with the Secretary of the State of California and the Commissioner; (e) any approvals required to be obtained pursuant to the BHCA or the Federal Deposit Insurance Act or any other required governmental approval for the execution and delivery of this Agreement by BANCORP and BANK or the consummation of the Mergers; (e) any consents, authorizations, approvals, filings or exemptions required to be made or obtained under the securities or "blue sky" laws of various jurisdictions in connection with the issuance of shares of BANCORP Common Stock contemplated by this Agreement; and (f) as set forth in Schedule 4.4.

Authorization of Agreement; No Conflicts. 4.4.1 4.3.1 The execution and delivery of this Agreement and the Merger Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the parts part of BANCORP and BANKWestern. This Agreement has been duly executed and delivered by BANCORP and BANK Western and constitutes a legal, valid and binding obligation of BANCORP and BANKWestern, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. The Merger AgreementsAgreement, upon the receipt of all Requisite Regulatory Approvals and the due execution and filing of such Merger Agreements Agreement in accordance with the applicable provisions of the California Corporations Code, will constitute a legal, valid and binding obligation of BANK and BANCORPWestern, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally or by general equitable principles. 4.4.2 4.3.2 Except as discussed on Schedule 4.44.3, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not and will not conflict with, or result in any violation of or default or loss of a material benefit under, any provision of the Articles of Incorporation or Bylaws of BANCORP and BANKWestern, or except for the necessity of obtaining the Requisite Regulatory Approvals and successful completion of the BANCORP Public OfferingApprovals, any material mortgage, indenture, lease, agreement or other material instrument, or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BANCORP or BANK Western or any of their its assets or properties or any of their respective its Subsidiaries, other than any such conflict, violation, default or loss which (i) will not have a Material Adverse Effect on BANCORP and BANK Western taken as a whole; or (ii) will be cured or waived prior to the Effective Time. No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery of this Agreement by BANCORP and BANK Western or the performance by BANCORP and BANK Western of their its obligations hereunder, except for (a) filings required in order to obtain Requisite Regulatory Approvals; (b) the filing of the Form S-1 Registration Statement with the SEC relative to the BANCORP Public Offering and the declaration of the effectiveness of the Form S-1 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (c) the filing of the Form S-4 Registration Statement (including the Proxy Statement/Prospectus constituting a part thereof) with the SEC relating to the Mergers Merger and the declaration of effectiveness of the Form S-4 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (dc) the filing and approval of the Merger Agreements Agreement with the Secretary of the State of California and the CommissionerCalifornia; (ed) any approvals required to be obtained pursuant to the BHCA or the Federal Deposit Insurance Act or any other required governmental approval for the execution and delivery of this Agreement by BANCORP and BANK Western or the consummation of the MergersMerger; and (e) any consents, authorizations, approvals, filings or exemptions required to be made or obtained under the securities or "“blue sky" ” laws of various jurisdictions in connection with the issuance of shares of BANCORP Western Common Stock contemplated by this Agreement; and (f) as set forth in Schedule 4.4.

Authorization of Agreement; No Conflicts. 4.4.1 3.4.1 The execution and delivery of this Agreement and the Merger Agreements by GLOBAL and CAPITOL, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action on the parts part of BANCORP GLOBAL and BANKCAPITOL, subject only to the approval of this Agreement, the Merger Agreements and the Merger by GLOBAL's shareholders and by GLOBAL as CAPITOL's sole shareholder. This Agreement has been duly executed and delivered by BANCORP GLOBAL and BANK CAPITOL and constitutes a legal, valid and binding obligation of BANCORP GLOBAL and BANKCAPITOL, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. The Merger Agreements, upon the receipt of all Requisite Regulatory Approvals and the due execution and filing of such Merger Agreements in accordance with the applicable provisions of the California Corporations Code, will constitute a legal, valid and binding obligation of BANK GLOBAL and BANCORPCAPITOL, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally or and by general equitable principles. 4.4.2 3.4.2 Except as discussed disclosed on Schedule 4.43.4, the execution and delivery of this Agreement and the Merger Agreements, and the consummation of the transactions contemplated hereby does and thereby, do not and will not conflict with, or result in any violation of or default or loss of a material benefit under, any provision of the Articles of Incorporation or Bylaws of BANCORP GLOBAL and BANKCAPITOL, or except for the necessity of obtaining the Requisite Regulatory Approvals and successful completion approval of a majority vote of the BANCORP Public Offeringshareholders of GLOBAL, any material mortgage, indenture, lease, agreement or other material instrument, instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BANCORP or BANK GLOBAL and CAPITOL or any of their its assets or properties or any of their respective Subsidiariesproperties, other than any such conflict, violation, default or loss which (i) will not have a Material Adverse Effect on GLOBAL, CAPITOL or BANCORP and BANK taken as a wholefollowing consummation of the Mergers; or (ii) will be cured or waived prior to the Effective Time. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery of this Agreement or the Merger Agreements by BANCORP GLOBAL and BANK CAPITOL or the performance by BANCORP GLOBAL and BANK CAPITOL of their its obligations hereunderhereunder and thereunder, except for (a) filings required in order to obtain the Requisite Regulatory Approvals; (b) the filing of the Form S-1 Registration Statement with the SEC relative to the BANCORP Public Offering and the declaration of the effectiveness of the Form S-1 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (c) the filing of the Form S-4 Registration Statement (including the Proxy Statement/Prospectus constituting a part thereof) with the SEC relating to the Mergers and the declaration of effectiveness of the Form S-4 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (d) the filing and approval of the Merger Agreements with the Secretary of the State of California and the Commissioner; (ec) any approvals required to be obtained pursuant to the BHCA or the Federal Deposit Insurance Act or any other required governmental approval for the execution and delivery of this Agreement by BANCORP and BANK or the consummation of the Mergers; (e) any consents, authorizations, approvals, filings or exemptions required to be made or obtained under the securities or "blue sky" laws of various jurisdictions in connection with the issuance of shares of BANCORP Common Stock contemplated by this AgreementTax Filings; and (fd) as set forth in Schedule 4.43.4.

Authorization of Agreement; No Conflicts. 4.4.1 4.3.1 The execution and delivery of this Agreement and the Merger Agreements each Related Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the parts part of BANCORP NSB. NSB has received the approval of its sole shareholder, Holdings, of this Agreement and BANKeach Related Agreement, and the transactions contemplated in those agreements. This Agreement has been duly executed and delivered by BANCORP NSB, and BANK and constitutes subject to receipt of all Requisite Regulatory Approvals, will constitute a legal, valid and binding obligation of BANCORP and BANKNSB, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. The Merger AgreementsArticles of Merger, upon the receipt of all Requisite Regulatory Approvals and the due execution and filing of such Articles of Merger Agreements in accordance with the applicable provisions of the Nevada Revised Statutes and the California Corporations Code, will constitute a legal, valid and binding obligation of BANK and BANCORPNSB, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally or by general equitable principles. At the Closing, the License Agreement will be duly executed and delivered by NSB and will constitute a legal, valid and binding obligation of NSB, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. 4.4.2 4.3.2 Except as discussed set forth on Schedule 4.44.3, the execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby does and thereby do not and will not conflict with, or result in any violation of or default or loss of a material benefit under, any provision of the Articles of Incorporation or Bylaws of BANCORP and BANKNSB, or except for the necessity of obtaining the Requisite Regulatory Approvals and successful completion of the BANCORP Public Offering, any material mortgage, indenture, lease, agreement or other material instrument, or any permit, concession, grant, franchise, licenseLicense, judgment, order, decree, statute, law, ordinance, rule ordinance or regulation applicable to BANCORP or BANK or any of their assets or properties or any of their respective SubsidiariesNSB, other than any such conflict, violation, violation or default or loss which (i) will not have a Material Adverse Effect on BANCORP and BANK taken as a wholeNSB; or (ii) will be cured or waived prior to the Effective Time. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery of this Agreement by BANCORP and BANK or the performance by BANCORP and BANK of their obligations hereunder, except for (a) filings required in order to obtain Requisite Regulatory Approvals; (b) the filing of the Form S-1 Registration Statement with the SEC relative to the BANCORP Public Offering and the declaration of the effectiveness of the Form S-1 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (c) the filing of the Form S-4 Registration Statement (including the Proxy Statement/Prospectus constituting a part thereof) with the SEC relating to the Mergers and the declaration of effectiveness of the Form S-4 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (d) the filing and approval of the Merger Agreements with the Secretary of the State of California and the Commissioner; (e) any approvals required to be obtained pursuant to the BHCA or the Federal Deposit Insurance Act or any other required governmental approval for the execution and delivery of this Agreement by BANCORP and BANK or the consummation of the Mergers; (e) any consents, authorizations, approvals, filings or exemptions required to be made or obtained under the securities or "blue sky" laws of various jurisdictions in connection with the issuance of shares of BANCORP Common Stock contemplated by this Agreement; and (f) as set forth in Schedule 4.4.

Authorization of Agreement; No Conflicts. 4.4.1 3.4.1 The execution and delivery of this Agreement and the Merger Agreements Agreement by Legacy, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action on the parts part of BANCORP Legacy, subject only to the approval of this Agreement, the Merger Agreement and BANKthe Merger by Legacy's shareholders. This Agreement has been duly executed and delivered by BANCORP and BANK Legacy and constitutes a legal, valid and binding obligation of BANCORP and BANKLegacy, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principlesprinciples and by Section 8(b)(6)(D) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D). The Merger AgreementsAgreement, upon the receipt of all Requisite Regulatory Approvals and the due execution and filing of such Merger Agreements Agreement in accordance with the applicable provisions of the California Corporations Code and the California Financial Code, will constitute a legal, valid and binding obligation of BANK and BANCORPLegacy, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally or and by general equitable principlesprinciples and by Section 8(b)(6)(D) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D). 4.4.2 3.4.2 Except as discussed disclosed on Schedule 4.43.4, the execution and delivery of this Agreement and the Merger Agreement, and the consummation of the transactions contemplated hereby does and thereby, do not and will not conflict with, or result in any violation of or default or loss of a material benefit under, any provision of the Articles of Incorporation Association or Bylaws of BANCORP and BANK, or except for the necessity of obtaining the Requisite Regulatory Approvals and successful completion of the BANCORP Public OfferingLegacy, any material mortgage, indenture, lease, agreement or other material instrument, instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BANCORP or BANK Legacy or any of their its assets or properties or any of their respective Subsidiariesproperties, other than any such conflict, violation, default or loss which (i) will not have a Material Adverse Effect on BANCORP and BANK taken as a wholeLegacy, or on Bancshares following consummation of the Merger; or (ii) will be cured or waived prior to the Effective Time. . 3.4.3 No consent, waiver, approval, order order, permit or other authorization of, or registration, declaration or filing with, with any Governmental Entity is required with respect to Legacy in connection with the execution and delivery of this Agreement by BANCORP and BANK or the performance by BANCORP and BANK consummation of their obligations hereunderthe transaction contemplated hereby, except for (a) filings required in order to obtain Requisite Regulatory Approvals; (b) the applicable requirements, if any, of the Securities Act, the Exchange Act, the NBA and State securities laws, the filing of the Form S-1 Registration Statement with the SEC relative to the BANCORP Public Offering and the declaration of the effectiveness of the Form S-1 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (c) the filing of the Form S-4 Registration Statement (including the Proxy Statement/Prospectus constituting a part thereof) with the SEC relating to the Mergers and the declaration of effectiveness of the Form S-4 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (d) the filing and approval of the Merger Agreements Agreement with the Secretary of the State of California and the Commissioner; CDFI, and (ec) any approvals required to be obtained pursuant to the BHCA or the Federal Deposit Insurance Act or any other required governmental approval for the execution and delivery of this Agreement by BANCORP and BANK or the consummation of the Mergers; (e) any such consents, waivers, approvals, orders, authorizations, approvalsregistrations, declarations and filings which, if not obtained or exemptions required to be made made, would not, individually or obtained under in the securities aggregate, have an effect on the legality, validity or "blue sky" laws enforceability of various jurisdictions in connection with the issuance of shares of BANCORP Common Stock contemplated by this Agreement; and (f) as set forth in Schedule 4.4.

Authorization of Agreement; No Conflicts. 4.4.1 4.3.1 The execution and delivery of this Agreement and the Merger Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the parts part of BANCORP CVCB and BANKCVC Bank. This Agreement has been duly executed and delivered by BANCORP CVCB and BANK CVC Bank and constitutes a legal, valid and binding obligation of BANCORP CVCB and BANKCVC Bank, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. The Merger AgreementsAgreement, upon the receipt of all Requisite Regulatory Approvals and the due execution and filing of such Merger Agreements Agreement in accordance with the applicable provisions of the California Corporations Code and the California Financial Code, will constitute a legal, valid and binding obligation of BANK CVCB and BANCORPCVC Bank, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally or by general equitable principles. 4.4.2 4.3.2 Except as discussed on Schedule 4.44.3, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not and will not conflict with, or result in any violation of or default or loss of a material benefit under, any provision of the Articles of Incorporation or Bylaws of BANCORP CVCB and BANKCVC Bank, or except for the necessity of obtaining the Requisite Regulatory Approvals and successful completion of the BANCORP Public OfferingApprovals, any material mortgage, indenture, lease, agreement or other material instrument, or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BANCORP CVCB or BANK CVC Bank or any of their its assets or properties or any of their respective its Subsidiaries, other than any such conflict, violation, default or loss which (i) will not have a Material Adverse Effect on BANCORP and BANK CVCB taken as a whole; or (ii) will be cured or waived prior to the Effective Time. No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery of this Agreement by BANCORP CVCB and BANK CVC Bank or the performance by BANCORP CVCB and BANK CVC Bank of their respective obligations hereunder, except for (a) filings required in order to obtain Requisite Regulatory Approvals; (b) the filing of the Form S-1 Registration Statement with the SEC relative to the BANCORP Public Offering and the declaration of the effectiveness of the Form S-1 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (c) the filing of the Form S-4 Registration Statement (including the Proxy Statement/Prospectus constituting a part thereof) with the SEC relating to the Mergers Merger and the declaration of effectiveness of the Form S-4 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (dc) the filing and approval of the Merger Agreements Agreement with the Secretary of the State of California and the CommissionerCDFI; (ed) any approvals required to be obtained pursuant to the BHCA or the Federal Deposit Insurance Act or any other required governmental approval for the execution and delivery of this Agreement by BANCORP and BANK CVCB or the consummation of the MergersMerger; and (e) any consents, authorizations, approvals, filings or exemptions required to be made or obtained under the securities or "“blue sky" ” laws of various jurisdictions in connection with the issuance of shares of BANCORP CVCB Common Stock contemplated by this Agreement; and (f) as set forth in Schedule 4.4.

Authorization of Agreement; No Conflicts. 4.4.1 4.3.1 The execution and delivery of this Agreement and the Merger Agreements Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the parts part of BANCORP Bancshares and BANKUSB. No approval from the shareholders of Bancshares of this Agreement, the Merger Agreement, or the transactions contemplated in those agreements is required. This Agreement has been duly executed and delivered by BANCORP Bancshares and BANK USB, and constitutes a legal, valid and binding obligation of BANCORP Bancshares and BANKUSB, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. The Merger AgreementsAgreement, upon the receipt of all Requisite Regulatory Approvals and the due execution and filing of such Merger Agreements Agreement in accordance with the applicable provisions of the California Corporations Code and the California Financial Code, will constitute a legal, valid and binding obligation of BANK Bancshares and BANCORPUSB, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally or by general equitable principles. 4.4.2 4.3.2 Except as discussed on Schedule 4.44.3, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not and will not conflict with, or result in any violation of or default or loss of a material benefit under, any provision of the Articles of Incorporation or Bylaws of BANCORP Bancshares and BANKUSB, or except for the necessity of obtaining the Requisite Regulatory Approvals and successful completion of the BANCORP Public Offering, any material mortgage, indenture, lease, agreement or other material instrument, or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BANCORP or BANK Bancshares or any of their its assets or properties or any of their respective its Subsidiaries, other than any such conflict, violation, default or loss which (i) will not have a Material Adverse Effect on BANCORP and BANK Bancshares taken as a whole; or (ii) will be cured or waived prior to the Effective Time. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery of this Agreement by BANCORP and BANK or the performance by BANCORP and BANK of their obligations hereunder, except for (a) filings required in order to obtain Requisite Regulatory Approvals; (b) the filing of the Form S-1 Registration Statement with the SEC relative to the BANCORP Public Offering and the declaration of the effectiveness of the Form S-1 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (c) the filing of the Form S-4 Registration Statement (including the Proxy Statement/Prospectus constituting a part thereof) with the SEC relating to the Mergers and the declaration of effectiveness of the Form S-4 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (d) the filing and approval of the Merger Agreements with the Secretary of the State of California and the Commissioner; (e) any approvals required to be obtained pursuant to the BHCA or the Federal Deposit Insurance Act or any other required governmental approval for the execution and delivery of this Agreement by BANCORP and BANK or the consummation of the Mergers; (e) any consents, authorizations, approvals, filings or exemptions required to be made or obtained under the securities or "blue sky" laws of various jurisdictions in connection with the issuance of shares of BANCORP Common Stock contemplated by this Agreement; and (f) as set forth in Schedule 4.4.

Authorization of Agreement; No Conflicts. 4.4.1 3.4.1 The execution and delivery of this Agreement and the Merger Agreements Agreement by Seller, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action on the parts part of BANCORP Seller, subject only to the approval of this Agreement, the Merger Agreement and BANKthe Merger by Seller’s shareholders. This Agreement has been duly executed and delivered by BANCORP and BANK Seller and constitutes a legal, valid and binding obligation of BANCORP and BANKSeller, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principlesprinciples and by Section 8(b)(6)(D) of the XXX Xxx, 00 X.X.X. 0000(x)(0)(X). The Merger AgreementsAgreement, upon the receipt of all Requisite Regulatory Approvals and the due execution and filing of such Merger Agreements Agreement in accordance with the applicable provisions of the California Corporations Code and the California Financial Code, will constitute a legal, valid and binding obligation of BANK and BANCORPSeller, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally or and by general equitable principlesprinciples and by Section 8(b)(6)(D) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(b)(6)(D). 4.4.2 3.4.2 Except as discussed disclosed on Schedule 4.4, 3.4 the execution and delivery of this Agreement and the Merger Agreement, and the consummation of the transactions contemplated hereby does and thereby, do not and will not conflict with, or result in any violation of or default or loss of a material benefit under, any provision of the Articles of Incorporation Association or Bylaws of BANCORP and BANK, or except for the necessity of obtaining the Requisite Regulatory Approvals and successful completion of the BANCORP Public OfferingSeller, any material mortgage, indenture, lease, agreement or other material instrument, instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BANCORP or BANK Seller or any of their its assets or properties or any of their respective Subsidiariesproperties, other than any such conflict, violation, default or loss which (i) will not have a Material Adverse Effect on BANCORP and BANK taken as a wholeSeller, or on Company or Bank following consummation of the Merger; or (ii) will be cured or waived prior to the Effective Time. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery of this Agreement by BANCORP and BANK or the performance by BANCORP and BANK of their obligations hereunder, except for (a) filings required in order to obtain Requisite Regulatory Approvals; (b) the filing of the Form S-1 Registration Statement with the SEC relative to the BANCORP Public Offering and the declaration of the effectiveness of the Form S-1 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (c) the filing of the Form S-4 Registration Statement (including the Proxy Statement/Prospectus constituting a part thereof) with the SEC relating to the Mergers and the declaration of effectiveness of the Form S-4 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (d) the filing and approval of the Merger Agreements with the Secretary of the State of California and the Commissioner; (e) any approvals required to be obtained pursuant to the BHCA or the Federal Deposit Insurance Act or any other required governmental approval for the execution and delivery of this Agreement by BANCORP and BANK or the consummation of the Mergers; (e) any consents, authorizations, approvals, filings or exemptions required to be made or obtained under the securities or "blue sky" laws of various jurisdictions in connection with the issuance of shares of BANCORP Common Stock contemplated by this Agreement; and (f) as set forth in Schedule 4.4.

Authorization of Agreement; No Conflicts. 4.4.1 3.4.1 The execution and delivery of this Agreement and the Merger Agreements each Related Agreement to which it is a party by each of CNA Financial and the consummation of the transactions contemplated hereby and thereby CNA have been duly authorized by all necessary corporate action on the parts part of BANCORP CNA Financial and BANKCNA respectively. The consummation of the transactions contemplated hereby and by each of the Related Agreements to which it is a party have been duly authorized by all necessary corporate action on the part of each of CNA Financial and CNA. This Agreement has been duly executed and delivered by BANCORP each of CNA Financial and BANK and constitutes CNA and, subject to the receipt of all Requisite Regulatory Approvals, will constitute a legal, valid and binding obligation of BANCORP CNA Financial and BANKCNA, respectively, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principlesprinciples and by Section 8(b)(6)(D) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D). The Merger AgreementsArticles of Merger, upon the receipt of all Requisite Regulatory Approvals and the due execution and filing of such Articles of Merger Agreements in accordance with the applicable provisions of the California Corporations CodeNevada Revised Statutes, will constitute a legal, valid and binding obligation of BANK and BANCORPCNA, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally or by general equitable principles. At or before the Closing, the License Agreement will be duly executed and delivered by CNA Financial or one of its Affiliates and will constitute a legal, valid and binding obligation of CNA Financial or one of its Affiliates, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. 4.4.2 3.4.2 Except as discussed disclosed on Schedule 4.43.4, the execution and delivery of this Agreement and the Related Agreements, and the consummation of the transactions contemplated hereby does and thereby, do not and will not conflict with, or result in any violation of or default or loss of a material benefit under, any provision of the Certificate or Articles of Incorporation or Bylaws of BANCORP and BANK, CNA Financial or except for the necessity of obtaining the Requisite Regulatory Approvals and successful completion of the BANCORP Public OfferingCNA, any material mortgage, indenture, lease, agreement or other material instrument, instrument or any permit, concession, grant, franchise, licenseLicense, judgment, order, decree, statute, law, ordinance, rule ordinance or regulation applicable to BANCORP CNA Financial or BANK or any of their assets or properties or any of their respective SubsidiariesCNA, other than any such conflict, violation, violation or default or loss which (i) will not have a Material Adverse Effect on BANCORP and BANK taken as a wholeCNA; or (ii) will be cured or waived prior to the Effective Time. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery of this Agreement by BANCORP and BANK or the performance by BANCORP and BANK of their obligations hereunder, except for (a) filings required in order to obtain Requisite Regulatory Approvals; (b) the filing of the Form S-1 Registration Statement with the SEC relative to the BANCORP Public Offering and the declaration of the effectiveness of the Form S-1 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (c) the filing of the Form S-4 Registration Statement (including the Proxy Statement/Prospectus constituting a part thereof) with the SEC relating to the Mergers and the declaration of effectiveness of the Form S-4 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (d) the filing and approval of the Merger Agreements with the Secretary of the State of California and the Commissioner; (e) any approvals required to be obtained pursuant to the BHCA or the Federal Deposit Insurance Act or any other required governmental approval for the execution and delivery of this Agreement by BANCORP and BANK or the consummation of the Mergers; (e) any consents, authorizations, approvals, filings or exemptions required to be made or obtained under the securities or "blue sky" laws of various jurisdictions in connection with the issuance of shares of BANCORP Common Stock contemplated by this Agreement; and (f) as set forth in Schedule 4.4.

Authorization of Agreement; No Conflicts. 4.4.1 The execution and delivery of this Agreement by XXXXXXX INTERNATIONAL and the Merger Agreements XXXXXXX BANK and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the parts part of BANCORP each of XXXXXXX INTERNATIONAL and XXXXXXX BANK. This Agreement has been duly executed and delivered by BANCORP each of XXXXXXX INTERNATIONAL and XXXXXXX BANK as parties thereto and constitutes a constitute legal, valid and binding obligation obligations of BANCORP XXXXXXX INTERNATIONAL and XXXXXXX BANK, enforceable in accordance with its their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. The Merger AgreementsWisconsin corporations, upon the receipt of all Requisite Regulatory Approvals and the due execution and filing of such Merger Agreements in accordance with the applicable provisions of the California Corporations Codebank holding companies or Illinois banks, will constitute a legal, valid and binding obligation of BANK and BANCORP, enforceable in accordance with its terms, except as the enforceability thereof case may be limited by bankruptcybe, insolvencyand in any case, moratorium or other similar laws affecting the rights of creditors generally or by general equitable principles. 4.4.2 Except as discussed on disclosed in Schedule 4.44.4 of the Xxxxxxx International Disclosure Schedule (delivered pursuant to this Agreement and certified as true and correct by XXXXXXX INTERNATIONAL and XXXXXXX BANK, the execution and delivery receipt thereof having been acknowledged by PRIVATE's executing a copy thereof, that identifies as to each matter disclosed therein, the section of this Agreement and to which the matter relates), the consummation of the transactions contemplated hereby does and thereby do not and will not conflict with, or result in any violation of or default or loss of a material benefit under, any provision of the Certificate of Incorporation, Articles of Incorporation Incorporation, articles of association, bylaws or Bylaws other constituent documents of BANCORP and BANKXXXXXXX INTERNATIONAL or XXXXXXX BANK or, or except for the necessity of obtaining the Requisite Regulatory Approvals and successful completion of the BANCORP Public OfferingApprovals, any material mortgage, indenture, lease, agreement or other material instrument, instrument or any permit, zoning variance, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BANCORP XXXXXXX INTERNATIONAL or XXXXXXX BANK or any of their assets or properties or any of their respective Subsidiaries, other than any such conflict, violation, default or loss which (i) will not have a Material Adverse Effect on BANCORP and BANK taken as a whole; or (ii) will be cured or waived prior to the Effective Timeproperties. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery of this Agreement by BANCORP and XXXXXXX INTERNATIONAL or XXXXXXX BANK or the performance consummation by BANCORP and BANK them of their obligations hereunderthe transactions contemplated hereby, except for (a) filings required in order to obtain the Requisite Regulatory Approvals; and (b) the filing of the Form S-1 Registration Statement with the SEC relative to the BANCORP Public Offering and the declaration of the effectiveness of the Form S-1 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (c) the filing of the Form S-4 Registration Statement (including the Proxy Statement/Prospectus constituting a part thereof) with the SEC relating to the Mergers and the declaration of effectiveness of the Form S-4 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (d) the filing and approval of the Merger Agreements with the Secretary of the State of California and the Commissioner; (e) any approvals required to be obtained pursuant to the BHCA or the Federal Deposit Insurance Act or any other required governmental approval required for the execution and delivery of this Agreement by BANCORP and BANK or the consummation of the Mergers; (e) any consents, authorizations, approvals, filings or exemptions required to be made or obtained under the securities or "blue sky" laws of various jurisdictions in connection with the issuance of shares of BANCORP Common Stock contemplated by this Agreement; and (f) as set forth in Schedule 4.4.

Authorization of Agreement; No Conflicts. 4.4.1 3.4.1 The execution and delivery of this Agreement and the Merger Agreements by Granite, LLC, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action on the parts part of BANCORP and BANKGranite, LLC, subject only to the approval of this Agreement by Granite, LLC members. This Agreement, upon the receipt of all Requisite Regulatory Approvals and the due execution and filing of such Agreement in accordance with the applicable provisions of the Nevada Revised Statutes and the California Corporations Code, has been duly executed and delivered by BANCORP Granite, LLC and BANK and constitutes will constitute a legal, valid and binding obligation of BANCORP and BANKGranite, LLC, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. The Merger Agreements, upon the receipt of all Requisite Regulatory Approvals and the due execution and filing of such Merger Agreements in accordance with the applicable provisions of the California Corporations Code, will constitute a legal, valid and binding obligation of BANK and BANCORP, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally or by general equitable principles. 4.4.2 3.4.2 Except as discussed disclosed on Schedule 4.43.4, the execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby does and thereby, do not and will not conflict with, or result in any violation of or default or loss of a material benefit under, any provision of the Articles Member Agreement or Operating Agreement of Incorporation or Bylaws of BANCORP and BANKGranite, LLC, or except for the necessity of obtaining the Requisite Regulatory Approvals and successful completion approval of the BANCORP Public Offeringmembers of Granite, LLC, any material mortgage, indenture, lease, agreement or other material instrument, instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BANCORP or BANK Granite, LLC or any of their its assets or properties or any of their respective Subsidiariesproperties, other than any such conflict, violation, default or loss which (i) will not have a Material Adverse Effect on BANCORP and BANK taken as a wholeGranite, LLC, following consummation of the Merger; or (ii) will be cured or waived prior to the Effective Time. No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery of this Agreement by BANCORP and BANK Granite, LLC or the performance by BANCORP Granite, LLC of its obligations hereunder and BANK of their obligations hereunderthere under, except for (a) filings required in order to obtain the Requisite Regulatory Approvals; (b) the filing of the Form S-1 Registration Statement with the SEC relative to the BANCORP Public Offering and the declaration of the effectiveness of the Form S-1 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (c) the filing of the Form S-4 Registration Statement (including the Proxy Statement/Prospectus constituting a part thereof) with the SEC relating to the Mergers and the declaration of effectiveness of the Form S-4 Registration Statement by the SEC and any applicable state securities law regulatory authorities; (d) the filing and approval of the Merger Agreements with the Secretary of the State of California and the Commissioner; (e) any approvals required to be obtained pursuant to the BHCA or the Federal Deposit Insurance Act or any other required governmental approval for the execution and delivery of this Agreement by BANCORP and BANK or the consummation of the Mergers; (e) any consents, authorizations, approvals, filings or exemptions required to be made or obtained under the securities or "blue sky" laws of various jurisdictions in connection with the issuance of shares of BANCORP Common Stock contemplated by this Agreement; and (f) as set forth in Schedule 4.4.c)