Common use of Authorized and Effective Agreement Clause in Contracts

Authorized and Effective Agreement. (a) Buyer has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer and Buyer Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer Bank. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank and, assuming due authorization, execution and delivery by Seller and Seller Bank, constitutes a legal, valid and binding obligation of Buyer and Buyer Bank, enforceable against Buyer and Buyer Bank in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement nor completion of the transactions contemplated hereby, nor compliance by Buyer with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code of Regulations of Buyer or the equivalent documents of any Buyer Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer or any Buyer Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer or any Buyer Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violates any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any Buyer Subsidiary. (c) To the best knowledge of Buyer, except for (i) the filing of applications and notices with and the approvals of the OTS and the Division, (ii) the filing of the Certificate of Merger with the Secretary of State of Ohio in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (v) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion of the transactions contemplated hereby, or (y) the Merger. (d) As of the date hereof, neither Buyer nor Buyer Bank is aware of any reasons relating to Buyer or Buyer Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Buyer The Acquiror has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer duly and Buyer Bank and duly validly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer Bankthe Acquiror. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank the Acquiror and, assuming due authorization, execution and delivery by Seller and Seller Bankthe Company, constitutes a legal, valid and binding obligation of Buyer and Buyer Bank, the Acquiror which is enforceable against Buyer and Buyer Bank the Acquiror in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement Agreement, nor completion consummation of the transactions contemplated hereby, hereby (including the Merger) nor compliance by Buyer the Acquiror with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles Certificate of Incorporation or Code Bylaws of Regulations of Buyer the Acquiror or the equivalent documents of any Buyer Acquiror Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer the Acquiror or any Buyer Acquiror Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer the Acquiror or any Buyer Acquiror Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer the Acquiror or any Buyer Acquiror Subsidiary. (c) To the best knowledge of Buyer, except Except for (i) the filing of applications and notices with with, and the consents and approvals of of, as applicable, the FRB and the OTS and the Division, (ii) the filing and effectiveness of the Form S-4 with the Commission, (iii) compliance with applicable state securities or "blue sky" laws in connection with the issuance of Acquiror Common Stock pursuant to this Agreement, (iv) the filing of a Certificate of Merger with the Secretary of State of Ohio the State of Delaware pursuant to the DGCL in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, Merger and (v) review of the Merger by the DOJ under federal antitrust laws, and except for such filings, registrations, consents or approvals as are Previously Disclosed, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub the Acquiror or Buyer Acquiror Bank in connection with (x) the execution and delivery by Buyer the Acquiror of this Agreement, Agreement and the completion consummation by the Acquiror of the transactions contemplated hereby, or (y) the Merger. (d) As of the date hereof, neither Buyer nor Buyer Bank the Acquiror is not aware of any reasons relating to Buyer the Acquiror or Buyer Bank any of its Subsidiaries (including CRA without limitation Community Reinvestment Act compliance) why all consents and approvals shall not be procured from all Governmental Entities regulatory agencies having jurisdiction over the Merger transactions contemplated by this Agreement as shall be necessary for completion consummation of the Merger and continuation transactions contemplated by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyerthis Agreement.

Authorized and Effective Agreement. (a) Buyer has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been approved deemed advisable by the Boards of Directors of Buyer and Buyer Bank Board and duly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer BankBuyer. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank and, assuming due authorization, execution and delivery by Seller and Seller BankSeller, constitutes a legal, valid and binding obligation of Buyer and Buyer BankBuyer, enforceable against Buyer and Buyer Bank in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement nor completion of the transactions contemplated hereby, nor compliance by Buyer with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code of Regulations Bylaws of Buyer or the equivalent documents of any Buyer Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer or any Buyer Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer or any Buyer Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violates any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any Buyer Subsidiary. (c) To the best knowledge of Buyer, except for (i) the filing of applications and notices with and the approvals of the OTS Federal Reserve Board and the DivisionFDIC, (ii) the filing of applications with the Certificate Department and the approvals of the Department, (iii) the filing of the Articles of Merger with the Secretary of State of Ohio the Commonwealth of Pennsylvania in connection with the Corporate Merger, (iiiiv) the filing of a certificate Articles of dissolution Merger with the Secretary of State of Ohio the Commonwealth of Pennsylvania in connection with the LiquidationCompany Merger, (ivv) the filing of a certificate Articles of merger Merger with the Division and the Secretary of State of Ohio Department in connection with the Bank Merger, and (vvi) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion of the transactions contemplated hereby, or (y) the Merger. (d) As of the date hereof, neither Buyer nor Buyer Bank is aware of any reasons relating to Buyer or Buyer Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Buyer has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been approved deemed advisable by the Boards of Directors of Buyer and Buyer Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer Bank. .. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank and, assuming due authorization, execution and delivery by Seller and Seller BankSeller, constitutes a legal, valid and binding obligation of Buyer and Buyer BankBuyer, enforceable against Buyer and Buyer Bank in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement nor completion of the transactions contemplated hereby, nor compliance by Buyer with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code of Regulations Bylaws of Buyer or the equivalent documents of any Buyer Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer or any Buyer Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer or any Buyer Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violates any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any Buyer Subsidiary. (c) To the best knowledge of Buyer, except for (i) the filing of applications and notices with and the approvals of the OTS and the DivisionFDIC, (ii) the filing of applications with the Department and the approvals of the Department, (iii) the filing of the Certificate of Merger with the Secretary of State of Ohio in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the LiquidationCorporate Merger and the Company Merger, (iv) the filing of a certificate Certificate of merger Merger with the Division Secretary of State of the State of Delaware in connection with the Company Merger, (v) the filing of Articles of Combination with the OTS and Certificate of Merger with the Secretary of State of Ohio in connection with the Bank Merger, and (vvi) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion of the transactions contemplated hereby, or (y) the Merger. Buyer as sole shareholder of Buyer Bank has taken all necessary shareholder action to approve the Bank Merger. (d) As of the date hereof, neither Buyer nor Buyer Bank is aware of any reasons relating to Buyer or Buyer Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Buyer The Company has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsapprovals and the approval of the Company's shareholders of this Agreement) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer duly and Buyer Bank and duly validly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer Bankthe Company, except for the approval of this Agreement by the Company's shareholders. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank the Company and, assuming due authorization, execution and delivery by Seller and Seller BankKeystone, constitutes a legal, valid and binding obligation of Buyer and Buyer Bank, the Company which is enforceable against Buyer and Buyer Bank the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement Agreement, nor completion consummation of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), nor compliance by Buyer the Company with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code Bylaws of Regulations of Buyer the Company or the equivalent documents of any Buyer Company Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer the Company or any Buyer a Company Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer the Company or any Buyer a Company Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer the Company or any Buyer a Company Subsidiary. (c) To the best knowledge of Buyerthe Company, except for (i) the filing of applications and notices with and the approvals of the OTS FDIC, FRB and the DivisionDepartment, (ii) the filing and effectiveness of the Certificate Form S-1 and the Proxy Statement relating to the meeting of Merger shareholders of the Company to be held pursuant to Section 5.2 hereof with the Secretary of State of Ohio in connection with the Corporate MergerCommission, (iii) the filing approval of a certificate this Agreement by the requisite vote of dissolution with the Secretary shareholders of State of Ohio in connection with the LiquidationCompany, (iv) the filing of a certificate the Articles of merger Merger with the Division and the Secretary of State Commonwealth of Ohio Pennsylvania pursuant to the BCL in connection with the Merger and, (v) the filing of Articles of Merger with the Department and a notice with the OCC in connection with the Bank Merger, and (vvi) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub the Company or Buyer the Bank in connection with (x) the execution and delivery by Buyer the Company of this Agreement, Agreement and the completion consummation by the Company of the transactions contemplated hereby, or hereby and (y) the Mergerexecution and delivery by the Bank of the Bank Merger Agreement and the consummation of the transactions contemplated thereby. (d) As of the date hereof, neither Buyer the Company nor Buyer the Bank is aware of any reasons relating to Buyer the Company or Buyer the Bank (including CRA without limitation Community Reinvestment Act compliance) why all consents and approvals shall not be procured from all Governmental Entities regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for completion (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement and (ii) the continuation by Buyer the Holding Company and Keystone after the Effective Time of the business of each of Seller the Company and Seller the Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which in the reasonable opinion of the Company could have a Material Adverse Effect on the Company or the Bank or materially impair the value of Seller or Seller the Company and the Bank to Buyerthe Holding Company and Keystone, respectively.

Authorized and Effective Agreement. (a) Buyer has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer and Buyer Bank and duly authorized authorized, advised and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer BankBuyer. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank and, assuming due authorization, execution and delivery by Seller and Seller Bank, constitutes a legal, valid and binding obligation of Buyer and Buyer BankBuyer, enforceable against Buyer and Buyer Bank in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement or the Stock Option Agreement, nor completion consummation of the transactions contemplated hereby, hereby nor compliance by Buyer with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles Certificate of Incorporation or Code of Regulations Bylaws of Buyer or the equivalent documents of any Buyer Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer or any Buyer Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer or any Buyer Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violates any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any Buyer Subsidiary. (c) To the best knowledge of Buyer, except for (i) the filing of applications and notices with and the approvals of the OTS OTS, the FDIC and the DivisionFederal Reserve Board, (ii) the filing of applications with the Department and the approvals of the Superintendent, (iii) the filing of the Certificate of Merger with the Secretary of State of Ohio the State of Delaware in connection with the Corporate Merger, (iiiiv) the filing of a certificate Certificate of dissolution Merger with the Secretary of State of Ohio the State of Delaware in connection with the Liquidation, (ivv) the filing of a certificate plan of merger with by the Division and the Secretary of State of Ohio Superintendent in connection with the Bank Merger, and (vvi) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion consummation of the transactions contemplated hereby, or (y) the Mergerexecution and delivery by Buyer of the Plan of Liquidation, and the consummation of the transactions contemplated thereby, and (z) the execution and delivery by Buyer Bank of the Bank Merger Agreement and the consummation of the transactions contemplated thereby. (d) As of the date hereof, neither Buyer nor Buyer Bank is aware of any reasons relating to Buyer or Buyer Bank (including without limitation CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities regulatory agencies having jurisdiction over the transactions contemplated by this Agreement, the Plan of Liquidation and the Bank Merger Agreement as shall be necessary for completion (i) consummation of the transactions contemplated by this Agreement, the Plan of Liquidation and the Bank Merger Agreement and (ii) the continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which, in the reasonable opinion of Buyer could have a Material Adverse Effect on Seller or Buyer or which could materially impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Buyer Seller has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsapprovals and the approval of Seller's shareholders of this Agreement) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been approved deemed advisable by the Boards of Directors of Buyer and Buyer Bank Board and duly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer BankSeller, except for the approval of this Agreement by Seller's shareholders. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank Seller and, assuming due authorization, execution and delivery by Seller and Seller BankBuyer, constitutes a legal, valid and binding obligation of Buyer and Buyer BankSeller, enforceable against Buyer and Buyer Bank Seller in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement nor completion of the transactions contemplated hereby, nor compliance by Buyer Seller with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code Bylaws of Regulations of Buyer Seller or the equivalent documents of any Buyer Seller Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer Seller or any Buyer Seller Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer Seller or any Buyer Seller Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violates any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer Seller or any Buyer Seller Subsidiary. (c) To the best knowledge of BuyerSeller, except for (i) the filing of applications and notices with and the approvals of the OTS Federal Reserve Board and the DivisionFDIC, (ii) the filing of applications with the Certificate Department and the approvals of the Department, (iii) the filing and clearance of the Proxy Statement relating to the meeting of shareholders of Seller to be held pursuant to Section 5.2 hereof with the SEC, (iv) the approval of this Agreement and the transactions contemplated hereby by the requisite vote of the shareholders of Seller, (v) the filing of the Articles of Merger with the Secretary of State of Ohio the Commonwealth of Pennsylvania in connection with the Corporate Merger, (iiivi) the filing of a certificate Articles of dissolution Merger with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio Department in connection with the Bank Merger, and (vvii) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub Seller or Buyer Seller Bank in connection with (x) the execution and delivery by Buyer Seller of this Agreement, Agreement and the completion of the transactions contemplated hereby, or (y) the Merger. (d) As Except as Previously Disclosed, as of the date hereof, neither Buyer Seller nor Buyer Seller Bank is aware of any reasons relating to Buyer Seller or Buyer Seller Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for the completion of the Merger and the continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could materially impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Buyer Seller has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsapprovals of Governmental Entities and the adoption of this Agreement by Seller's shareholders) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer and Buyer Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer BankSeller, except for the adoption of this Agreement by Seller's shareholders. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank Seller and, assuming due authorization, execution and delivery by Seller and Seller BankBuyer, constitutes a legal, valid and binding obligation of Buyer and Buyer BankSeller, enforceable against Buyer and Buyer Bank Seller in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement nor completion of the transactions contemplated hereby, nor Transactions or compliance by Buyer Seller with any of the provisions hereof does or will (i) does or will conflict with or result in a breach of any provisions of the Articles Certificate of Incorporation or Code Bylaws of Regulations of Buyer Seller or the equivalent documents of any Buyer Seller Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer Seller or any Buyer Seller Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Buyer Seller or any Buyer Seller Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvalsapprovals from Governmental Entities and the shareholders of Seller, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer Seller or any Buyer Seller Subsidiary. (c) To the best knowledge of BuyerSeller, except for (i) the filing of applications and notices with and the approvals of the OTS and the DivisionFDIC, (ii) the filing of applications with the Department and the approvals of the Superintendent, (iii) the filing and clearance of the Proxy Statement relating to the meeting of shareholders of Seller to be held pursuant to Section 5.2 hereof with the SEC, (iv) the adoption of this Agreement by the requisite vote of the shareholders of Seller, (v) the filing of the Certificate of Merger with the Secretary of State of Ohio Delaware in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, Merger and (vvi) review of the Merger Transactions by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub Seller or Buyer Seller Bank in connection with (x) the execution and delivery by Buyer Seller of this Agreement, Agreement and the completion of the transactions contemplated hereby, or (y) the MergerTransactions. (d) As of the date hereof, neither Buyer nor Buyer Bank Seller is not aware of any reasons relating to Buyer Seller or Buyer Seller Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger Transactions as shall be necessary for the completion of the Merger Transactions and the continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Buyer PHFG has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsapprovals and the approval of PHFG's shareholders of this Agreement) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer duly and Buyer Bank and duly validly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer BankPHFG, except for the approval of this Agreement by PHFG's shareholders. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank PHFG and, assuming due authorization, execution and delivery by Seller and Seller Bankthe Company, constitutes a legal, valid and binding obligation of Buyer and Buyer Bank, PHFG which is enforceable against Buyer and Buyer Bank PHFG in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement Agreement, nor completion consummation of the transactions contemplated herebyhereby (including the Merger and the Bank Mergers), nor compliance by Buyer PHFG with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code Bylaws of Regulations of Buyer PHFG or the equivalent documents of any Buyer PHFG Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer PHFG or any Buyer a PHFG Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer PHFG or any Buyer a PHFG Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer PHFG or any Buyer a PHFG Subsidiary. (c) To the best knowledge of Buyer, except Except for (i) the filing of applications and or notices with with, and the consents, approvals of or waivers of, as applicable, the OTS FRB, the DOJ, the Superintendent, the New Hampshire Bank Commissioner, the Massachusetts Board and the DivisionMHPF in connection with the Merger, (ii) the filing and effectiveness of the Certificate of Merger Form S-4 with the Secretary of State of Ohio Commission, (iii) compliance with applicable state securities or "blue sky" laws and the NASD Bylaws in connection with the Corporate Merger, (iii) the filing issuance of a certificate of dissolution with the Secretary of State of Ohio in connection with the LiquidationPHFG Common Stock pursuant to this Agreement, (iv) the filing approval of a certificate this Agreement by the requisite vote of merger with the Division and the Secretary shareholders of State of Ohio in connection with the Bank MergerPHFG, and (v) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion of the transactions contemplated hereby, or (y) the Merger. (d) As of the date hereof, neither Buyer nor Buyer Bank is aware of any reasons relating to Buyer or Buyer Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyer.filing

Authorized and Effective Agreement. (a) Buyer has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsRequisite Regulatory Approvals) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been approved deemed advisable by the Boards Board of Directors of Buyer and Buyer Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer BankBuyer. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank and, assuming due authorization, execution execution, and delivery by Seller and Seller Bank, constitutes a legal, valid valid, and binding obligation of Buyer and Buyer BankBuyer, enforceable against Buyer and Buyer Bank it in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency insolvency, and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement nor completion of the transactions contemplated hereby, nor compliance by Buyer with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code of Regulations Bylaws of Buyer or the equivalent documents of any Buyer Subsidiaryof Buyer's Subsidiaries, (ii) violate, conflict with with, or result in a breach of any term, condition condition, or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation cancellation, or acceleration with respect to, or result in the creation of any lien, charge charge, or encumbrance upon any property or asset of Buyer or any Buyer Subsidiary of its Subsidiaries pursuant to, to any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, or other instrument or obligation to which Buyer or any Buyer Subsidiary of its Subsidiaries is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvalsRequisite Regulatory Approvals and the requisite approval of the shareholders of Seller, violates any order, writ, injunction, decree, statute, rule rule, or regulation applicable to Buyer, or (iv) results in termination or any impairment of any permit, license, franchise, contractual right, or other authorization maintained or required to be maintained by Buyer or any Buyer Subsidiaryof its Subsidiaries. (c) To the best knowledge of Buyer, except Except for (i) the filing of applications and notices with and the approvals of the OTS and the DivisionRequisite Regulatory Approvals, (ii) the filing of the Certificate of Merger with the Secretary of State of Ohio Michigan Bureau in connection with the Corporate Merger, and (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (v) review of the Corporate Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion of the transactions contemplated hereby, or (y) the completion of the Corporate Merger. (d) As of the date hereofof this Agreement, neither Buyer nor Buyer Bank is not aware of any reasons reason relating to Buyer or Buyer Bank (including CRA compliance) why all consents and approvals Requisite Regulatory Approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion procured. (e) No vote of the Merger stockholders of Buyer is required by law, Buyer's Restated Articles of Incorporation, Buyer's bylaws, or otherwise to approve this Agreement and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to BuyerCorporate Merger.

Authorized and Effective Agreement. (a) Buyer The Company has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsapprovals and the approval of the Company's shareholders of this Agreement) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer duly and Buyer Bank and duly validly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer Bankthe Company, except for the approval of this Agreement by the Company's shareholders. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank the Company and, assuming due authorization, execution and delivery by Seller and Seller BankPHFG, constitutes a legal, valid and binding obligation of Buyer and Buyer Bank, the Company which is enforceable against Buyer and Buyer Bank the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement Agreement, nor completion consummation of the transactions contemplated herebyhereby (including the Merger and the Bank Mergers), nor compliance by Buyer the Company with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles Certificate of Incorporation or Code Bylaws of Regulations of Buyer the Company or the equivalent documents of any Buyer Company Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer the Company or any Buyer a Company Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer the Company or any Buyer a Company Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer the Company or any Buyer a Company Subsidiary. (c) To the best knowledge of Buyer, except Except for (i) the filing of applications and or notices with with, and the consents, approvals of or waivers of, as applicable, the OTS FRB, the DOJ, the Superintendent, the New Hampshire Bank Commissioner, the Massachusetts Board and the DivisionMHPF in connection with the Merger, (ii) the filing and effectiveness of the Certificate Form S-4 with the Commission, (iii) the approval of this Agreement by the requisite vote of the shareholders of the Company, (iv) the filing of Articles of Merger with the Secretary of State of Ohio in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (v) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion of the transactions contemplated hereby, or (y) the Merger. (d) As of the date hereof, neither Buyer nor Buyer Bank is aware of any reasons relating to Buyer or Buyer Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyer.Maine pursuant

Authorized and Effective Agreement. Consents and Approvals (a) Buyer Each of PBOC and the Bank has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer duly and Buyer Bank and duly validly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer PBOC and Buyer the Bank. This Agreement has been duly and validly executed and delivered by Buyer PBOC and Buyer the Bank and, assuming due authorization, execution and delivery by Seller and Seller Bank, constitutes a legal, valid and binding obligation of Buyer PBOC and Buyer Bank, the Bank which is enforceable against Buyer PBOC and Buyer the Bank in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement Agreement, nor completion consummation of the transactions contemplated herebyhereby (including the Merger), nor compliance by Buyer PBOC and the Bank with any of the provisions hereof hereof, (i) does or will conflict with or result in a breach of any provisions of the Articles Certificate of Incorporation Incorporation, Federal State Charter or Code Bylaws of Regulations of Buyer PBOC, the Bank or the equivalent documents of any Buyer other PBOC Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer PBOC, the Bank or any Buyer other PBOC Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer PBOC, the Bank or any Buyer other PBOC Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violates violate any order, writ, injunction, decree, statutelaw, rule or regulation or any judgment, decree, order, governmental permit or license applicable to Buyer PBOC, the Bank or any Buyer other PBOC Subsidiary. (c) To the best knowledge of Buyer, except Except for (i) the filing of applications and notices with with, and the consents, approvals of and waivers of, as applicable, the OTS OTS, the Department, the FDIC and the DivisionDOJ, (ii) the filing of the Certificate Articles of Merger Combination with the Secretary of State the OTS pursuant to the laws of Ohio the United States in connection with the Corporate Merger, (iii) the filing of an Agreement of Merger or a certificate copy of dissolution the Articles of Combination with the California Secretary of State and the California Superintendent of Ohio in connection with the Liquidation, Banks and (iviii) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (v) review approval of the Merger by the DOJ under federal antitrust lawsBoard of Directors and shareholders of BOH and the Bank and the Board of Directors of PBOC, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of BuyerPBOC, Merger Sub the Bank or Buyer Bank any other PBOC Subsidiary in connection with (x) the execution and delivery by Buyer PBOC and the Bank of this Agreement, Agreement and the completion of the transactions contemplated hereby, or (y) the Merger. (d) As of the date hereof, neither Buyer nor Buyer Bank is aware of any reasons relating to Buyer or Buyer Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Buyer has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsRequisite Regulatory Approvals) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been approved deemed advisable by the Boards Board of Directors of Buyer and Buyer Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer BankBuyer. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank and, assuming due authorization, execution execution, and delivery by Seller and Seller BankSeller, constitutes a legal, valid valid, and binding obligation of Buyer and Buyer BankBuyer, enforceable against Buyer and Buyer Bank it in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency insolvency, and other laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles. (b) Neither the execution and delivery of this Agreement nor completion of the transactions contemplated herebyby this Agreement, nor compliance by Buyer with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code of Regulations Bylaws of Buyer or the equivalent documents of any Buyer Subsidiaryof Buyer’s Subsidiaries, (ii) violate, conflict with with, or result in a breach of any term, condition condition, or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation cancellation, or acceleration with respect to, or result in the creation of any lien, charge charge, or encumbrance upon any property or asset of Buyer or any Buyer Subsidiary of its Subsidiaries pursuant to, to any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, or other instrument or obligation to which Buyer or any Buyer Subsidiary of its Subsidiaries is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvalsRequisite Regulatory Approvals, violates any order, writ, injunction, decree, statute, rule rule, or regulation applicable to Buyer, or (iv) results in termination or any impairment of any permit, license, franchise, contractual right, or other authorization maintained or required to be maintained by Buyer or any Buyer Subsidiaryof its Subsidiaries. (c) To Except for the best knowledge of Buyer, except for (i) the filing of applications and notices with and the approvals of the OTS and the Division, (ii) the filing of the Certificate of Merger with the Secretary of State of Ohio in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (v) review of the Merger by the DOJ under federal antitrust lawsRequisite Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and or (y) the completion of the transactions contemplated hereby, or (y) the Mergerby this Agreement. (d) As of the date hereofof this Agreement, neither Buyer nor Buyer Bank is not aware of any reasons reason relating to Buyer or Buyer Bank (including CRA compliance) why all consents and approvals Requisite Regulatory Approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion procured. (e) No vote of the Merger and continuation shareholders of Buyer is required by Buyer after the Effective Time law, Buyer’s Articles of Incorporation, Buyer’s Bylaws, or otherwise to approve this Agreement or any of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyertransactions contemplated by this Agreement.

Authorized and Effective Agreement. (a) Buyer 5.3.1 Liberty has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunderunder this Agreement and the Bank Merger Agreement. The execution and delivery of this Agreement and the completion Bank Merger Agreement and the consummation of the transactions contemplated hereby by this Agreement and the Bank Merger Agreement have been approved by the Boards of Directors of Buyer duly and Buyer Bank and duly validly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer BankLiberty. This Agreement has and the Bank Merger Agreement have been duly and validly executed and delivered by Buyer and Buyer Bank Liberty and, assuming due authorization, execution and delivery by Seller the Company and Seller BankNVSL, constitutes a the legal, valid and binding obligation of Buyer and Buyer BankLiberty, enforceable against Buyer and Buyer Bank Liberty in accordance with its their terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles. (b) 5.3.2 Neither the execution and delivery of this Agreement or the Bank Merger Agreement, nor completion consummation of the transactions contemplated herebyby this Agreement or the Bank Merger Agreement, nor compliance by Buyer Liberty with any of the provisions hereof or thereof (i) does or will conflict with or result in a breach of any provisions of the Articles Certificate of Incorporation or Code Bylaws of Regulations of Buyer or the equivalent documents of any Buyer SubsidiaryLiberty, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer or any Buyer Subsidiary Liberty pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer or any Buyer Subsidiary Liberty is a party, or by which any of their respective its properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and Board of Director approvals, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer Liberty, except for such violations, conflicts, breaches or any Buyer Subsidiarydefaults described in clause (ii) or (iii) which either individually or in the aggregate, will not have a Material Adverse Effect on Liberty. 5.3.3 The Acquisition Corporation, on the date it becomes a party to this Agreement, will have all requisite corporate power and authority to enter into this Agreement and (csubject to the receipt of all necessary governmental approvals) To to perform all of its obligations under this Agreement. On the best knowledge date it becomes a party to this Agreement, no other corporate proceedings on the part of Buyerthe Acquisition Corporation will be necessary to consummate the transactions contemplated by this Agreement. This Agreement, except upon execution and delivery by the Acquisition Corporation, will be duly and validly executed and delivered by the Acquisition Corporation, and will constitute the legal, valid and binding obligation of the Acquisition Corporation, enforceable against the Acquisition Corporation in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 5.3.4 Except for (i) the filing of applications and notices with with, and the approvals consents and approvals, as applicable, of the OTS and the DivisionBank Regulators, (ii) the filing of Certificates of Merger, this Agreement and the Certificate Bank Merger Agreement, and the approval of Merger the Commissioner of the CT DOB with the Secretary of the State of Ohio in connection the State of Connecticut pursuant to applicable law with respect to the Corporate Merger and the Bank Merger, and (iii) the filing of a certificate of dissolution applications and notices, as applicable, with the Secretary of State of Ohio in connection with Federal Reserve Board pursuant to the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (v) review of the Merger by the DOJ under federal antitrust lawsBHCA, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub Liberty or Buyer Bank the Acquisition Corporation in connection with (x) the execution and delivery by Buyer Liberty and the Acquisition Corporation, as applicable, of this Agreement, Agreement and the completion Bank Merger Agreement and the consummation of the transactions contemplated herebyMerger and the Bank Merger by Liberty and the Acquisition Corporation, or (y) the Mergeras applicable. (d) 5.3.5 As of the date hereof, neither Buyer nor Buyer Bank Liberty is not aware of any reasons relating to Buyer or Buyer Bank (including CRA compliance) Liberty why all consents and approvals shall not be procured from all Governmental Entities regulatory agencies having jurisdiction over the transactions contemplated by this Agreement or the Bank Merger Agreement as shall be necessary for completion consummation of the transactions contemplated by this Agreement or the Bank Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to BuyerAgreement.

Authorized and Effective Agreement. (a) Buyer Each of Purchaser and Merger Sub has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunderunder this Agreement. The execution execution, delivery and delivery performance of this Agreement by Purchaser and Merger Sub and the completion consummation of the Merger and the other transactions contemplated hereby have been approved duly authorized by the Boards boards of Directors directors of Buyer Purchaser and Buyer Bank Merger Sub and duly authorized and approved by Purchaser as the sole stockholder of Merger Sub, which authorizations constitute all necessary corporate action in respect thereof on the part of Buyer and Buyer Bank. which have not been rescinded, revoked or otherwise adversely modified. (b) This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank and, assuming due authorization, execution and delivery by Seller and Seller Bank, constitutes a the legal, valid and binding obligation obligations of Buyer each of Purchaser and Buyer BankMerger Sub, enforceable against Buyer and Buyer Bank it in accordance with its terms, terms subject, as to enforceability, to bankruptcy, insolvency and other laws Legal Requirements of general applicability relating to or affecting creditors' rights and to general equity principles. (bc) Neither the execution and delivery of this Agreement Agreement, nor completion consummation of the Merger and the other transactions contemplated hereby, nor compliance by Buyer Purchaser or Merger Sub with any of the provisions hereof shall (i) does or will conflict with or result in a breach of any provisions provision of the Articles certificate of Incorporation incorporation or Code bylaws of Regulations of Buyer Purchaser or the equivalent documents of any Buyer Subsidiary, Purchaser Subsidiary or (ii) violate, conflict with or result in a breach of violate any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise Legal Requirements applicable to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer Purchaser or any Buyer Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer or any Buyer Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violates any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any Buyer Purchaser Subsidiary. (cd) To the best knowledge of Buyer, except for (i) the filing of applications and notices with and the approvals of the OTS and the Division, (ii) Other than the filing of the Certificate of Merger with the Delaware Secretary of State of Ohio State, no consent, approval or authorization of, or declaration, notice, filing or registration with, any Governmental Entity, or any other Person, is required to be made or obtained by Purchaser or Merger Sub on or prior to the Effective Time in connection with the Corporate Mergerexecution, (iii) the filing delivery and performance of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division this Agreement and the Secretary Plan of State of Ohio in connection with Merger or the Bank Merger, and (v) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion consummation of the transactions contemplated hereby, hereby or (y) the Mergerthereby. (d) As of the date hereof, neither Buyer nor Buyer Bank is aware of any reasons relating to Buyer or Buyer Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Buyer SFS has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsapprovals and the approval of SFS's shareholders of this Agreement) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer duly and Buyer Bank and duly validly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer BankSFS, except for the approval of this Agreement by SFS's shareholders. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank SFS and, assuming due authorization, execution and delivery by Seller and Seller BankCohoes, constitutes a legal, valid and binding obligation of Buyer and Buyer Bank, SFS which is enforceable against Buyer and Buyer Bank SFS in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement Agreement, nor completion consummation of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), nor compliance by Buyer SFS with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles Certificate of Incorporation or Code Bylaws of Regulations of Buyer SFS or the equivalent documents of any Buyer SFS Subsidiary, subject to the deletion of Section 8A of the Bank's Federal Stock Charter, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer SFS or any Buyer an SFS Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer SFS or any Buyer an SFS Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer SFS or any Buyer an SFS Subsidiary. (c) To the best knowledge of BuyerSFS and the Bank, except for (i) the filing of applications and notices with and the approvals of the OTS and the DivisionFDIC, (ii) the filing of applications with the Department and the approvals of the Superintendent, (iii) the filing and effectiveness of the Form S-1 and the Proxy Statement relating to the meeting of shareholders of SFS to be held pursuant to Section 5.2 hereof with the Commission, (iv) the approval of this Agreement by the requisite vote of the shareholders of SFS, (v) the filing of the Certificate of Merger with the Secretary of State of Ohio the State of Delaware pursuant to the DGCL in connection with the Corporate Merger, (iiivi) the filing of a certificate Articles of dissolution Combination with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio OTS in connection with the Bank Merger, and (vvii) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub SFS or Buyer the Bank in connection with (x) the execution and delivery by Buyer SFS of this Agreement, Agreement and the completion consummation by SFS of the transactions contemplated hereby, or hereby and (y) the Mergerexecution and delivery by the Bank of the Bank Merger Agreement and the consummation of the transactions contemplated thereby. (d) As of the date hereof, neither Buyer SFS nor Buyer the Bank is aware of any reasons relating to Buyer SFS or Buyer the Bank (including without limitation CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for completion (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement and (ii) the continuation by Buyer the Holding Company and Cohoes after the Effective Time of the business of each of Seller SFS and Seller the Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which which, in the reasonable opinion of SFS, could have a Material Adverse Effect on the Holding Company or Cohoes or materially impair the value of Seller or Seller SFS and the Bank to Buyerthe Holding Company and Cohoes, respectively.

Authorized and Effective Agreement. (a) Buyer Seller has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunderunder this Agreement and to consummate the Merger. The execution and delivery of this Agreement and, subject to the receipt of all necessary regulatory approvals and the completion required approval of Seller’s stockholders in connection with the consummation of the transactions contemplated hereby Merger, the consummation of the Merger have been approved by the Boards of Directors of Buyer duly and Buyer Bank and duly validly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer BankSeller. Seller’s Board of Directors has directed that this Agreement be submitted to Seller’s stockholders for approval at an annual or special meeting to be held as soon as practicable. (b) This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank and, assuming due authorization, execution and delivery by Seller and Seller Bank, constitutes a legal, valid and binding obligation of Buyer and Buyer BankSeller, enforceable against Buyer and Buyer Bank it in accordance with its terms, subject, subject as to enforceability, to bankruptcy, insolvency and other laws Applicable Law of general applicability relating to or affecting creditors' ’ rights to the supervisory and enforcement powers of applicable Governmental Authorities, and to general equity principles. (bc) Neither Subject to the receipt of all necessary regulatory approvals, neither the execution and delivery of this Agreement nor completion consummation of the transactions contemplated herebyMerger, nor compliance by Buyer Seller with any of the provisions hereof hereof, will (i) does or will conflict with or result in a breach of any provisions provision of the Articles of Incorporation Seller’s Organization Certificate or Code of Regulations of Buyer or the equivalent documents of any Buyer Subsidiarybylaws, (ii) violate, conflict with constitute or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance Lien upon any property or asset of Buyer or any Buyer Subsidiary Seller pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer or any Buyer Subsidiary is a party, or by which any of their respective properties or assets may be bound or affectedobligation, or (iii) subject to receipt of all required governmental approvals, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any Buyer Subsidiary. (c) To Seller, with only such exceptions, in the best knowledge case of Buyer, except for (i) the filing of applications and notices with and the approvals of the OTS and the Division, clause (ii) the filing of the Certificate of Merger with the Secretary of State of Ohio in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (v) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion of the transactions contemplated hereby, or (y) the Merger. (d) As of the date hereof, neither Buyer nor Buyer Bank is aware of any reasons relating to Buyer or Buyer Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively), as such business is carried on immediately prior would not reasonably be expected to have, individually or in the Effective Timeaggregate, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyera Material Adverse Effect.

Authorized and Effective Agreement. (a) Buyer Each of Purchaser and Merger Sub has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsapprovals of Regulatory Authorities and the expiration of applicable waiting periods) to perform all of its respective obligations hereunder. The execution This Agreement (including the execution, delivery and delivery of this Agreement performance hereof) and the completion of the transactions contemplated hereby Merger have been duly authorized, deemed advisable and approved by the Boards Board of Directors of Buyer each of Purchaser and Buyer Bank Merger Sub, have been duly approved and/or adopted by the stockholders of Purchaser and duly authorized Merger Sub in accordance with all legal requirements, and approved by all necessary corporate no other action in respect thereof is required on the part of Buyer and Buyer BankPurchaser or Merger Sub. This Agreement has been duly and validly executed and delivered by Buyer Purchaser and Buyer Bank Merger Sub and, assuming due authorization, execution and delivery by Seller and Seller BankSeller, constitutes a the legal, valid and binding obligation of Buyer each of Purchaser and Buyer BankMerger Sub, enforceable against Buyer and Buyer Bank each of them in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement nor completion of the transactions contemplated hereby, nor Merger or compliance by Buyer Purchaser or Merger Sub with any of the provisions hereof hereof, does or will (i) does or will conflict with or result in a breach of any provisions of the Articles or Certificate of Incorporation or Code Bylaws of Regulations of Buyer Purchaser or the equivalent documents of any Buyer SubsidiaryMerger Sub, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance Lien upon any property or asset of Buyer Purchaser or any Buyer Subsidiary Merger Sub pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Buyer Purchaser or any Buyer Subsidiary Merger Sub is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvalsapprovals from Regulatory Authorities (and the expiration of applicable waiting periods), violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer Purchaser or any Buyer SubsidiaryMerger Sub. (c) To Except for the best knowledge of Buyerconsents, except for (i) the filing of applications and notices with and the approvals of the OTS and the Divisionapprovals, (ii) the filing of the Certificate of Merger with the Secretary of State of Ohio or filings to be made as set forth in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (v) review of the Merger by the DOJ under federal antitrust lawsSection 4.04(c), no consents or approvals of or filings or registrations with any Governmental Entity Authority or with any third party are necessary on the part of Buyer, Purchaser or Merger Sub or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion of the transactions contemplated hereby, or (y) the Merger. (d) As of the date hereofhereof and except as Previously Disclosed, neither Buyer nor Buyer Bank Purchaser is not aware of any reasons relating to Buyer Purchaser, Merger Sub, or Buyer Bank (including CRA compliance) any of their respective stockholders, directors or employees why all consents and approvals shall not be procured from all Governmental Entities Regulatory Authorities having jurisdiction over the Merger and Purchaser's ownership of Seller Bank as shall be necessary for the completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to BuyerMerger.

Authorized and Effective Agreement. (a) Buyer Seller has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsapprovals and the approval of Seller's shareholders of this Agreement) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer duly and Buyer Bank and duly validly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer BankSeller, except for the approval of this Agreement by Seller's shareholders. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank Seller and, assuming approval of this Agreement by Seller's shareholders, approvals of governmental and regulatory agencies, and due authorization, execution and delivery by Seller and Seller BankBuyer, constitutes a legal, valid and binding obligation of Buyer and Buyer BankSeller, which is enforceable against Buyer and Buyer Bank Seller in accordance with its terms, subject, as subject to enforceability, to the effect of bankruptcy, insolvency insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement Agreement, nor completion consummation of the transactions contemplated hereby, nor compliance by Buyer Seller with any of the provisions hereof (i) does or will conflict with or result in a breach violation of any provisions of the Articles Certificate of Incorporation or Code Bylaws of Regulations of Buyer Seller or the equivalent documents of any Buyer Seller Subsidiary, subject to the deletion of Section 8A of Seller Bank's Federal Stock Charter, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer Seller or any Buyer an Seller Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer Seller or any Buyer an Seller Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violates any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer Seller or any Buyer Seller Subsidiary. (c) To the best knowledge of BuyerSeller, except for (i) the filing of applications and notices with and the approvals of the OTS and the DivisionOTS, (ii) the approval of this Agreement and the transactions contemplated hereby by the requisite vote of the shareholders of Seller, (iii) the filing of the Certificate of Merger with the Secretary of State of Ohio the State of Delaware pursuant to the DGCL in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate Articles of merger Combination with the Division and the Secretary of State of Ohio OTS in connection with the Bank Merger, and (v) review of the Merger by the DOJ under federal antitrust laws, no prior consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub Seller or Buyer Seller Bank in connection with (x) the execution and delivery by Buyer Seller of this Agreement, Agreement and the completion consummation by Seller of the transactions contemplated hereby, or (y) the Mergerexecution and delivery by Seller, as the Surviving Corporation, of the Plan of Liquidation, and the consummation of the transactions contemplated thereby and (z) the execution and delivery by Seller Bank of the Bank Merger Agreement and the consummation by Seller Bank of the transactions contemplated thereby. (d) As of the date hereof, neither Buyer Seller nor Buyer Seller Bank is aware has knowledge of any reasons circumstance or event relating to Buyer Seller or Buyer Seller Bank (including including, without limitation, CRA compliance) why which would prevent or limit all consents and approvals shall not be from being procured from all Governmental Entities regulatory agencies having jurisdiction over the transactions contemplated by this Agreement, the Plan of Liquidation and the Bank Merger Agreement as shall be necessary for completion (i) consummation of the transactions contemplated by this Agreement, the Plan of Liquidation and the Bank Merger Agreement and (ii) the continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of have a Material Adverse Effect on Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Buyer Seller has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsapprovals of Governmental Entities and the adoption of this Agreement by Seller's shareholders) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer and Buyer Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer BankSeller, except for the adoption of this Agreement by Seller's shareholders. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank Seller and, assuming due authorization, execution and delivery by Seller and Seller BankBuyer, constitutes a legal, valid and binding obligation of Buyer and Buyer BankSeller, enforceable against Buyer and Buyer Bank Seller in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement nor completion of the transactions contemplated hereby, nor Transactions or compliance by Buyer Seller with any of the provisions hereof does or will (i) does or will conflict with or result in a breach of any provisions of the Articles Certificate of Incorporation or Code Bylaws of Regulations of Buyer Seller or the equivalent documents of any Buyer Seller Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer Seller or any Buyer Seller Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Buyer Seller or any Buyer Seller Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvalsapprovals from Governmental Entities and the shareholders of Seller, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer Seller or any Buyer Seller Subsidiary. (c) To the best knowledge of Buyer, except Except for (i) the filing of applications and notices with and the approvals of the OTS and the DivisionFDIC, (ii) the adoption of this Agreement by the requisite vote of the shareholders of Seller, (iii) the filing of the Certificate of Merger with the Secretary of State of Ohio Delaware in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, Merger and (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (v) review of the Merger Transactions by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub Seller or Buyer Seller Bank in connection with (x) the execution and delivery by Buyer Seller of this Agreement, Agreement and the completion of the transactions contemplated hereby, or (y) the MergerTransactions. (d) As of the date hereof, neither Buyer nor Buyer Bank Seller is not aware of any reasons relating to Buyer Seller or Buyer Seller Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger Transactions as shall be necessary for the completion of the Merger Transactions and the continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. No Conflicts (a) Buyer Each of Seller and Seller Bank has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsRequisite Regulatory Approvals and, with respect to Seller, the approval of Seller's shareholders of this Agreement) to perform all of its their respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer Seller and Buyer Seller Bank and have been duly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer Seller and Buyer Seller Bank, except for the approval of this Agreement by Seller's shareholders. This Agreement has been duly and validly executed and delivered by Buyer Seller and Buyer Seller Bank and, assuming due authorization, execution execution, and delivery by Buyer, constitutes a legal, valid, and binding obligation of each of Seller and Seller Bank, constitutes a legal, valid and binding obligation of Buyer and Buyer Bank, enforceable against Buyer and Buyer Bank each of them in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency insolvency, and other laws of general applicability relating to or affecting creditors' rights and to general equity principles, and except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 U.S.C. Section 1818(b) or by the appointment of a conservator by the FDIC. (b) Neither the execution and delivery of this Agreement Agreement, nor completion of the transactions contemplated hereby, nor compliance by Buyer Seller and Seller Bank with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code Bylaws of Regulations of Buyer Seller or the equivalent documents of any Buyer SubsidiarySubsidiary of Seller, (ii) violate, conflict with with, or result in a breach of any term, condition condition, or provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or give rise to any right of termination, cancellation cancellation, or acceleration with respect to, or result in the creation of any lien, charge charge, or encumbrance upon any property or asset of Buyer Seller or any Buyer Subsidiary of Seller pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, or other instrument or obligation to which Buyer Seller or any Buyer Subsidiary of Seller is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvalsRequisite Regulatory Approvals and the requisite approval of the shareholders of Seller, violates any order, writ, injunction, decree, statute, rule rule, or regulation applicable to Buyer Seller or any Buyer SubsidiarySubsidiary of Seller, or (iv) result in termination or any impairment of any permit, license, franchise, contractual right, or other authorization maintained or required to be maintained by Seller or any of its Subsidiaries. (c) To the best knowledge of Buyer, except Except for (i) the filing of applications and notices with and the approvals of the OTS and the DivisionRequisite Regulatory Approvals, (ii) the adoption of this Agreement and the approval of the Plan of Merger by the holders of a majority of the outstanding shares of Seller Stock, (iii) the filing of the Certificate of Merger with the Secretary of State of Ohio Michigan Bureau in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, and (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (v) review of the Corporate Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub Seller or Buyer Seller Bank in connection with (x) the execution and delivery by Buyer Seller and Seller Bank of this Agreement, and the completion of the transactions contemplated hereby, or (y) the completion of the Corporate Merger. (d) As of the date hereofof this Agreement, neither Buyer Seller nor Buyer Seller Bank is aware of any reasons relating to Buyer Seller or Buyer Seller Bank (including CRA compliance) why all consents and approvals Requisite Regulatory Approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could materially impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Buyer has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been approved deemed advisable by the Boards of Directors of Buyer and Buyer Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer Bank. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank and, assuming due authorization, execution and delivery by Seller and Seller BankSeller, constitutes a legal, valid and binding obligation of Buyer and Buyer BankBuyer, enforceable against Buyer and Buyer Bank in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement nor completion of the transactions contemplated hereby, nor compliance by Buyer with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code of Regulations Bylaws of Buyer or the equivalent documents of any Buyer Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer or any Buyer Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer or any Buyer Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violates any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any Buyer Subsidiary. (c) To the best knowledge of Buyer, except for (i) the filing of applications and and/or notices with and the approvals of the OTS OTS, the FDIC and the DivisionFRB, (ii) the filing of applications with the Certificate Department and the approvals of the Department, (iii) the filing of Articles of Merger with the Secretary of State of Ohio the Commonwealth of Pennsylvania in connection with the Corporate Company Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate Articles of merger Combination with the Division OTS and Articles of Merger with the Secretary of State of Ohio Department in connection with the Bank Merger, and (v) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion of the transactions contemplated hereby, or (y) the Merger. Buyer, as sole shareholder of Buyer Bank, has taken all necessary shareholder action to approve the Bank Merger. (d) As of the date hereof, neither Buyer nor Buyer Bank is aware of any reasons relating to Buyer or Buyer Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Buyer The Acquiror has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer duly and Buyer Bank and duly validly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer Bankthe Acquiror. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank the Acquiror and, assuming due authorization, execution and delivery by Seller and Seller Bankthe Company, constitutes a legal, valid and binding obligation of Buyer and Buyer Bank, the Acquiror which is enforceable against Buyer and Buyer Bank the Acquiror in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement Agreement, nor completion consummation of the transactions contemplated hereby, hereby (including the Merger and the Bank Merger) nor compliance by Buyer the Acquiror with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code Bylaws of Regulations of Buyer the Acquiror or the equivalent documents of any Buyer Acquiror Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer the Acquiror or any Buyer Acquiror Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer the Acquiror or any Buyer Acquiror Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer the Acquiror or any Buyer Acquiror Subsidiary. (c) To Subject to the best knowledge FRB's confirmation that FRB approval of Buyerthe Merger or the Bank Merger is not required under the BHCA or otherwise, except for (i) the filing of applications and notices with with, and the consents and approvals of of, as applicable, the OTS and the DivisionOCC, (ii) the filing and effectiveness of the Form S-4 with the Commission, (iii) compliance with applicable state securities or "blue sky" laws in connection with the issuance of Acquiror Common Stock pursuant to this Agreement, (iv) the filing of Articles of Merger with the Department of State of the Commonwealth of Pennsylvania and a Certificate of Merger with the Secretary of State of Ohio the State of Delaware pursuant to the PBCL and the DGCL, respectively, in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, Merger and (v) review of the Merger by the DOJ under federal antitrust laws, and except for such filings, registrations, consents or approvals as are Previously Disclosed, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub the Acquiror or Buyer Acquiror Maryland Bank in connection with (xi) the execution and delivery by Buyer the Acquiror of this Agreement, Agreement and the completion consummation by the Acquiror of the transactions contemplated hereby, or hereby and (yii) the Mergerexecution and delivery by the Acquiror Maryland Bank of the Bank Merger Agreement and the consummation by the Acquiror Maryland Bank of the transactions contemplated thereby. (d) As of the date hereof, neither Buyer nor Buyer Bank the Acquiror is not aware of any reasons relating to Buyer the Acquiror or Buyer Bank any of its Subsidiaries (including CRA without limitation Community Reinvestment Act compliance) why all consents and approvals shall not be procured from all Governmental Entities regulatory agencies having jurisdiction over the Merger transactions contemplated by this Agreement as shall be necessary for completion consummation of the transactions contemplated by this Agreement and the Bank Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to BuyerAgreement.

Authorized and Effective Agreement. (a) Buyer 5.3.1 Liberty has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunderunder this Agreement and the Bank Merger Agreement. The execution and delivery of this Agreement and the completion Bank Merger Agreement and the consummation of the transactions contemplated hereby by this Agreement and the Bank Merger Agreement have been approved by the Boards of Directors of Buyer duly and Buyer Bank and duly validly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer BankLiberty. This Agreement has and the Bank Merger Agreement have been duly and validly executed and delivered by Buyer and Buyer Bank Liberty and, assuming due authorization, execution and delivery by Seller SSE and Seller BankBSC, constitutes a the legal, valid and binding obligation of Buyer and Buyer BankLiberty, enforceable against Buyer and Buyer Bank Liberty in accordance with its their terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles. (b) 5.3.2 Neither the execution and delivery of this Agreement or the Bank Merger Agreement, nor completion consummation of the transactions contemplated herebyby this Agreement or the Bank Merger Agreement, nor compliance by Buyer Liberty with any of the provisions hereof or thereof (i) does or will conflict with or result in a breach of any provisions of the Articles Certificate of Incorporation or Code Bylaws of Regulations of Buyer or the equivalent documents of any Buyer SubsidiaryLiberty, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer or any Buyer Subsidiary Liberty pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer or any Buyer Subsidiary Liberty is a party, or by which any of their respective its properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and Board of Director approvals, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer Liberty, except for such violations, conflicts, breaches or any Buyer Subsidiarydefaults described in clause (ii) or (iii) which either individually or in the aggregate, will not have a Material Adverse Effect on Liberty. 5.3.3 The Acquisition Corporation, on the date it becomes a party to this Agreement, will have all requisite corporate power and authority to enter into this Agreement and (csubject to the receipt of all necessary governmental approvals) To to perform all of its obligations under this Agreement. On the best knowledge date it becomes a party to this Agreement, no other corporate proceedings on the part of Buyerthe Acquisition Corporation will be necessary to consummate the transactions contemplated by this Agreement. This Agreement, except upon execution and delivery by the Acquisition Corporation, will be duly and validly executed and delivered by the Acquisition Corporation, and will constitute the legal, valid and binding obligation of the Acquisition Corporation, enforceable against the Acquisition Corporation in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 5.3.4 Except for (i) the filing of applications and notices with with, and the approvals consents and approvals, as applicable, of the OTS and the DivisionBank Regulators, (ii) the filing of Certificates of Merger, this Agreement and the Certificate Bank Merger Agreement, and the approval of Merger the Commissioner of the Department with the Secretary of the State of Ohio in connection the State of Connecticut pursuant to the CBCA and other applicable law with respect to the Corporate Merger and the Bank Merger, and (iii) the filing of a certificate of dissolution applications and notices, as applicable, with the Secretary of State of Ohio in connection with Federal Reserve Board pursuant to the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (v) review of the Merger by the DOJ under federal antitrust lawsBHCA, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub Liberty or Buyer Bank the Acquisition Corporation in connection with (x) the execution and delivery by Buyer Liberty and the Acquisition Corporation, as applicable, of this Agreement, Agreement and the completion Bank Merger Agreement and the consummation of the transactions contemplated herebyMerger and the Bank Merger by Liberty, or (y) the MergerAcquisition Corporation and the Interim Bank, as applicable. (d) 5.3.5 As of the date hereof, neither Buyer nor Buyer Bank Liberty is not aware of any reasons relating to Buyer or Buyer Bank (including CRA compliance) Liberty why all consents and approvals shall not be procured from all Governmental Entities regulatory agencies having jurisdiction over the transactions contemplated by this Agreement or the Bank Merger Agreement as shall be necessary for completion consummation of the transactions contemplated by this Agreement or the Bank Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to BuyerAgreement.

Authorized and Effective Agreement. (a) Buyer Seller has all requisite power and authority to enter into this Agreement and (subject to the filing of notices and applications with, and the receipt of all necessary governmental approvalsapprovals of Regulatory Authorities and the approval of this Agreement by the holders of two-thirds of the outstanding Seller Common Stock) to perform all of its respective obligations hereunder. The execution This Agreement, the Cash-Out Merger, the Bank Merger and delivery Plan of this Agreement and the completion of the transactions contemplated hereby Bank Merger have been approved by the Boards of Directors of Buyer and Buyer Bank and duly authorized and approved by all necessary the Board of Directors of Seller and no other corporate action is required in respect thereof on the part of Buyer Seller, except for the approval of this Agreement by the holders of two-thirds of the outstanding Seller Common Stock and Buyer Bankthe approval of the Bank Merger and Plan of Bank Merger by the holders of two-thirds of the outstanding Bank Common Stock. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank Seller and, assuming due authorization, execution and delivery by Seller Buyer and Seller BankMerger Sub, constitutes a the legal, valid and binding obligation of Buyer and Buyer BankSeller, enforceable against Buyer and Buyer Bank Seller in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither Except as Previously Disclosed, neither the execution and delivery of this Agreement Agreement, nor completion of the transactions contemplated herebyTransactions, nor compliance by Buyer Seller or Seller Bank with any of the provisions hereof does or will (i) does or will conflict with or result in a breach of any provisions of the Articles articles or certificate of Incorporation incorporation or Code association or bylaws of Regulations of Buyer Seller or the equivalent documents of any Buyer SubsidiarySeller Bank, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect tounder, or result in the creation of any lien, charge or encumbrance Lien upon any property or asset of Buyer Seller or Seller Bank pursuant to any Buyer Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer or any Buyer Subsidiary is a party, or by which any of their respective properties or assets may be bound or affectedSeller Material Contract (as defined in Section 4.15), or (iii) subject to the filing of notices and applications with, and the receipt of all required governmental approvalsapprovals from Regulatory Authorities and the stockholders of Seller, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer Seller or any Buyer SubsidiarySeller Bank. (c) To the best knowledge of Buyer, except Except for (i) the filing of notices and applications and notices with and the approvals of the OTS and the Divisionapplicable Regulatory Authorities, (ii) the filing approval of this Agreement by the holders of two-thirds of the Certificate of Merger with the Secretary of State of Ohio in connection with the Corporate Mergeroutstanding Seller Common Stock, and (iii) the filing of a certificate the Articles of dissolution Merger with the Missouri Secretary of State of Ohio in connection with respect to the LiquidationCash-Out Merger, (iv) the filing of a certificate articles of merger with the Division and Missouri Secretary with respect to the Secretary of State of Ohio in connection with the Bank Holding Company Merger, and (v) review the filing of articles of combination with the FDIC, if applicable, and an executed copy of the Plan of Merger by along with verification of board and stockholder approval of the DOJ under federal antitrust lawsparties, if applicable, with the Missouri Secretary or the Director to cause the Bank Merger to become effective, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub Seller or Buyer Seller Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion of the transactions contemplated hereby, or (y) the MergerTransactions. (d) As of the date hereof, neither Buyer nor Buyer Bank Seller is not aware of any reasons relating to Buyer Seller or Buyer Seller Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities Regulatory Authorities having jurisdiction over the Merger Transactions as shall be necessary for the completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to BuyerTransactions.

Authorized and Effective Agreement. (a) Buyer has all requisite corporate power and authority to enter into execute and deliver this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been duly and validly approved by the Boards Board of Directors of Buyer and Buyer Bank and duly authorized and approved by all necessary no other corporate action in respect thereof proceedings on the part of Buyer and Buyer Bankare necessary to complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank and, assuming due authorization, execution and delivery by Seller and Seller Bank, constitutes a legal, valid and binding obligation of Buyer and Buyer BankBuyer, enforceable against Buyer and Buyer Bank in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement nor completion of the transactions contemplated hereby, nor compliance by Buyer with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles Certificate of Incorporation or Code of Regulations Bylaws of Buyer or the equivalent documents of any Buyer Subsidiary, (ii) violateviolates, conflict conflicts with or result results in a breach of any term, condition or provision of, or constitute constitutes a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result results in the creation of any lien, charge or encumbrance upon any property or asset of Buyer or any Buyer Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer or any Buyer Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violates any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any Buyer Subsidiary, except for such violations, conflicts, breaches or defaults under clause (ii) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on Buyer. (c) To the best knowledge of Buyer, except Except for (i) the filing of applications the Applications and notices with and the approvals or non-objection of the FRB, the OTS and the DivisionSuperintendent, (ii) the filing of the Certificate of Merger with the Secretary of State of Ohio in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution merger with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Company Merger, and (viv) review of the Merger by the DOJ under federal antitrust laws, no consents or consents, non-objections, approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion of the transactions contemplated hereby, or (y) the Merger. (d) As of the date hereof, neither Buyer nor Buyer Bank to Buyer's knowledge, there is aware of any reasons no reason relating to Buyer or Buyer Bank (including CRA compliance) why all consents consents, non-objections, and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to BuyerMerger.

Authorized and Effective Agreement. (a) Buyer Seller has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsapprovals and the approval of Seller's shareholders of this Agreement) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer Seller and Buyer Seller Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer Seller and Buyer Seller Bank, except for the approval of this Agreement by Seller's shareholders and Seller as the sole shareholder of Seller Bank. This Agreement has been duly and validly executed and delivered by Buyer Seller and Buyer Seller Bank and, assuming due authorization, execution and delivery by Seller Buyer and Seller Buyer Bank, constitutes a legal, valid and binding obligation of Buyer Seller and Buyer Seller Bank, enforceable against Buyer Seller and Buyer Seller Bank in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles, and except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 U.S.C. ss.1818(b) or by the appointment of a conservator by the FDIC. (b) Neither the execution and delivery of this Agreement nor completion of the transactions contemplated hereby, nor compliance by Buyer Seller with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code of Regulations of Buyer Seller or the equivalent documents of any Buyer Seller Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer Seller or any Buyer Seller Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer Seller or any Buyer Seller Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violates any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer Seller or any Buyer Seller Subsidiary. (c) To the best knowledge of BuyerSeller, except for (i) the filing of applications and notices with and the approvals of the OTS and the Division, (ii) the filing and clearance of the Proxy Statement relating to the meeting of shareholders of Seller to be held pursuant to Section 5.2 hereof with the SEC, (iii) the adoption of this Agreement and the approval of the Merger by the requisite vote of the shareholders of Seller and Seller Bank, (iv) the filing of the Certificate of Merger with the Secretary of State of Ohio in connection with the Corporate Merger, (iiiv) the filing of a certificate of dissolution merger with the Secretary of State of Ohio in connection with the Liquidation, Company Merger; (ivvi) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (vvii) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub Seller or Buyer Seller Bank in connection with (x) the execution and delivery by Buyer Seller of this Agreement, and the completion of the transactions contemplated hereby, or (y) the completion of the Merger. (d) As Except as Previously Disclosed, as of the date hereof, neither Buyer Seller nor Buyer Seller Bank is aware of any reasons relating to Buyer Seller or Buyer Seller Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for the completion of the Merger and the continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could materially impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Buyer has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been approved deemed advisable by the Boards Board of Directors of Buyer and Buyer Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer BankBuyer. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank and, assuming due authorization, execution and delivery by Seller and Seller Bank, constitutes a legal, valid and binding obligation of Buyer and Buyer BankBuyer, enforceable against Buyer and Buyer Bank in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles. (b) Neither the execution and delivery of this Agreement nor completion of the transactions contemplated hereby, nor compliance by Buyer with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code of Regulations Bylaws of Buyer or the equivalent documents of any Buyer Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer or any Buyer Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer or any Buyer Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violates any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any Buyer Subsidiary. (c) To the best knowledge of Buyer, except Except for (i) the filing of applications and notices with and the approvals of the FRS, OTS and the DivisionCommissioner, (ii) the filing of the Certificate of Merger with the Secretary of State of Ohio Michigan in connection with the Corporate Merger, (iii) the filing of a certificate Certificate of dissolution Merger with the Secretary Secretaries of State of Ohio Michigan and Delaware in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Company Merger, and (viv) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion of the transactions contemplated hereby, or (y) the Merger. (d) As of the date hereof, neither Buyer nor Buyer Bank is not aware of any reasons reason relating to Buyer or Buyer Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Buyer Each of PHFG and Merger Sub has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer duly and Buyer Bank and duly validly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer PHFG and Buyer BankMerger Sub. This Agreement has been duly and validly executed and delivered by Buyer PHFG and Buyer Bank Merger Sub and, assuming due authorization, execution and delivery by Seller and Seller Bankthe Company, constitutes a legal, valid and binding obligation of Buyer PHFG and Buyer Bank, Merger Sub which is enforceable against Buyer PHFG and Buyer Bank Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement Agreement, nor completion consummation of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), nor compliance by Buyer PHFG and Merger Sub with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code Bylaws of Regulations of Buyer PHFG or the equivalent documents of any Buyer PHFG Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer PHFG or any Buyer a PHFG Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer PHFG or any Buyer a PHFG Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer PHFG or any Buyer a PHFG Subsidiary. (c) To the best knowledge of Buyer, except Except for (i) the filing of applications and or notices with with, and the consents, approvals of or waivers of, as applicable, the OTS FRB, the DOJ, the Superintendent, the Connecticut Commissioner, the Massachusetts Board and the DivisionMHPF in connection with the Merger, (ii) the filing and effectiveness of the Certificate Form S-4 with the Commission, (iii) compliance with applicable state securities or "blue sky" laws and the NASD Bylaws in connection with the issuance of PHFG Common Stock pursuant to this Agreement, (iv) the filing of Articles of Merger with the Secretary of State of Ohio in connection with the Corporate Merger, (iii) State of Maine pursuant to the filing of a certificate of dissolution MBCA and with the Secretary of State of Ohio the Commonwealth of Massachusetts pursuant to the MBCL, in each case in connection with the LiquidationMerger, and (ivv) such corporate approvals and such applications or notices with, and consents, approvals or waivers of, the filing of a certificate of merger with OTS, the Division Massachusetts Bank Commissioner and the Secretary of State of Ohio Central Fund as may be applicable in connection with the Bank Merger, and (v) review of the Merger by the DOJ under federal antitrust lawsexcept as Previously Disclosed, no consents consents, approvals or approvals waivers of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub PHFG or Buyer Bank a PHFG Subsidiary in connection with (xi) the execution and delivery by Buyer PHFG and Merger Sub of this Agreement, Agreement and the completion consummation by PHFG and Merger Sub of the transactions contemplated hereby, or hereby and (yii) the Mergerexecution and delivery by the PHFG Massachusetts Bank of the Bank Merger Agreement and the consummation by the PHFG Massachusetts Bank of the transactions contemplated thereby. (d) As of the date hereof, neither Buyer nor Buyer Bank PHFG is not aware of any reasons reason relating to Buyer PHFG or Buyer Bank a PHFG Subsidiary (including CRA without limitation Community Reinvestment Act compliance) why all consents and approvals shall not be procured from all Governmental Entities regulatory agencies having jurisdiction over the Merger transactions contemplated by this Agreement as shall be necessary for completion (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement and (ii) the continuation by Buyer PHFG after the Effective Time of the business of each of Seller PHFG, the Company and Seller Bank, respectively, the Company Subsidiaries as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which which, in the reasonable opinion of PHFG, could reasonably be expected to have a Material Adverse Effect on PHFG or the Company or materially impair the value of Seller or Seller Bank the Company and the Company Subsidiaries to BuyerPHFG.

Authorized and Effective Agreement. (a) Buyer Each of the Managers has all requisite power and authority the legal capacity to enter into and perform all of his obligations under this Agreement and (subject the Related Agreements to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunderwhich such Manager is a party. The Upon execution and delivery by each Manager of this Agreement and the completion each of the transactions contemplated hereby have been approved Related Agreements to which such Manager is a party, the Agreement and each such Related Agreement shall constitute the legal, valid and binding obligations of such Manager, enforceable against him in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, bulk sales, or similar laws from time to time in effect which affect the Boards enforcement of Directors of Buyer creditors' rights generally and Buyer Bank by general equity principles. (b) and duly validly authorized and approved by all necessary corporate partnership action in respect thereof on the part of Buyer and Buyer BankThayxx. This Agreement has been duly and validly Xxis Agreement, when executed and delivered by Buyer Thayxx, xxall be executed and Buyer Bank and, assuming due authorization, execution and delivery delivered by Seller and Seller Bank, constitutes a legal, duly authorized agent of Thayxx xxx shall constitute a valid and binding obligation of Buyer and Buyer BankThayxx, enforceable xxforceable against Buyer and Buyer Bank in Thayxx xx accordance with its terms, subject, except as to enforceability, to such enforceability may be limited by applicable bankruptcy, insolvency and other insolvency, moratorium, reorganization, bulk sales, or similar laws from time to time in effect which affect the enforcement of general applicability relating to or affecting creditors' rights generally and to by general equity principles. (bc) Neither the execution and delivery of this Agreement or the Related Agreements to which such Buyer is a party, nor completion the consummation of the transactions contemplated herebyhereby or thereby, nor the compliance by any Buyer with any of the provisions hereof hereof, shall (i) does or will conflict with or result in a breach of any provisions of such Buyer's constitutive documents (to the Articles of Incorporation or Code of Regulations of Buyer or the equivalent documents of any Buyer Subsidiaryextent applicable), (ii) violate, conflict with constitute or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance Encumbrance upon any property or asset of such Buyer or any Buyer Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Buyer or any Buyer Subsidiary is a party, or by which any of their respective properties or assets may be bound or affectedobligation, or (iii) subject to receipt of all required governmental approvals, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any Buyer Subsidiary. (c) To the best knowledge of such Buyer, except for (i) such violations, rights, breaches, Encumbrances or defaults which, either individually or in the filing of applications and notices with and the approvals of the OTS and the Divisionaggregate, (ii) the filing of the Certificate of Merger with the Secretary of State of Ohio in connection with the Corporate Merger, (iii) the filing of will not have a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (v) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion of the transactions contemplated hereby, or (y) the MergerMaterial Adverse Effect. (d) As of the date hereof, neither Buyer nor Buyer Bank is aware of any reasons relating to Buyer or Buyer Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Buyer The Company has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsapprovals and the approval of the Company's shareholders of this Agreement) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer duly and Buyer Bank and duly validly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer Bankthe Company, except for the approval of this Agreement by the Company's shareholders. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank the Company and, assuming due authorization, execution and delivery by Seller and Seller BankCitizens, constitutes a legal, valid and binding obligation of Buyer and Buyer Bank, the Company which is enforceable against Buyer and Buyer Bank the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement Agreement, nor completion consummation of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), nor compliance by Buyer the Company with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles Certificate of Incorporation or Code Bylaws of Regulations of Buyer the Company or the equivalent documents of any Buyer Company Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer the Company or any Buyer a Company Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer the Company or any Buyer a Company Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer the Company or any Buyer a Company Subsidiary. (c) To the best knowledge of Buyerthe Company and the Bank, except for (i) the filing of applications and notices with and the approvals of the OTS and the DivisionOTS, (ii) the filing and effectiveness of the Form S-1 and the Proxy Statement relating to the meeting of shareholders of the Company to be held pursuant to Section 5.2 hereof with the Commission, (iii) the approval of this Agreement by the requisite vote of the shareholders of the Company, (iv) the filing of the Certificate of Merger with the Secretary of State of Ohio the State of Delaware pursuant to the DGCL in connection with the Corporate MergerMerger and, (iiiv) the filing of a certificate Articles of dissolution Combination with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio OTS in connection with the Bank Merger, and (vvi) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub the Company or Buyer the Bank in connection with (x) the execution and delivery by Buyer the Company of this Agreement, Agreement and the completion consummation by the Company of the transactions contemplated hereby, or hereby and (y) the Mergerexecution and delivery by the Bank of the Bank Merger Agreement and the consummation of the transactions contemplated thereby. (d) As of the date hereof, neither Buyer the Company nor Buyer the Bank is aware of any reasons relating to Buyer the Company or Buyer the Bank (including CRA without limitation Community Reinvestment Act compliance) why all consents and approvals shall not be procured from all Governmental Entities regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for completion (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement and (ii) the continuation by Buyer the Holding Company and Citizens after the Effective Time of the business of each of Seller the Company and Seller the Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which which, in the reasonable opinion of the Company, could have a Material Adverse Effect on the Holding Company or Citizens or materially impair the value of Seller or Seller the Company and the Bank to Buyerthe Holding Company and Citizens, respectively.

Authorized and Effective Agreement. (a) Buyer has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer duly and Buyer Bank and duly validly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer BankBuyer. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank and, assuming approval of this Agreement by governmental and regulatory agencies, and due authorization, execution and delivery by Seller and Seller Bank, constitutes a legal, valid and binding obligation of Buyer and Buyer BankBuyer, which is enforceable against Buyer and Buyer Bank in accordance with its terms, subject, as subject to enforceability, to the effect of bankruptcy, insolvency insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement Agreement, nor completion consummation of the transactions contemplated hereby, hereby nor compliance by Buyer or with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles Certificate of Incorporation or Code of Regulations Bylaws of Buyer or the equivalent documents of any Buyer Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer or any Buyer Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer or any Buyer Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violates any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any Buyer Subsidiary. (c) To the best knowledge of Buyer, except for (i) the filing of applications and notices with and the approvals approval of the OTS and the DivisionFDIC, (ii) the filing of the Certificate of Merger with the Secretary of State of Ohio the State of Delaware pursuant to the DGCL in connection with the Corporate Merger, (iii) review of the filing of a certificate of dissolution with Merger by the Secretary of State of Ohio in connection with the LiquidationDOJ under federal antitrust laws, (iv) the filing of a certificate Articles of merger Combination with the Division and the Secretary of State of Ohio OTS in connection with the Bank Merger, and (v) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub Buyer or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion consummation by Buyer and Buyer Bank of the transactions contemplated hereby, or (y) the Mergerexecution and delivery by Buyer of the Plan of Liquidation, and the consummation of the transactions contemplated thereby, and (z) the execution and delivery by Buyer Bank of the Bank Merger Agreement and the consummation by Buyer Bank of the transactions contemplated thereby. (d) As of the date hereof, neither Buyer nor Buyer Bank is aware has knowledge of any reasons circumstance or event relating to Buyer or Buyer Bank (including including, without limitation, CRA compliance) why which would prevent or limit all consents and approvals shall not be from being procured from all Governmental Entities regulatory agencies having jurisdiction over the transactions contemplated by this Agreement, the Plan of Liquidation and the Bank Merger Agreement as shall be necessary for completion (i) consummation of the transactions contemplated by this Agreement, the Plan of Liquidation and the Bank Merger Agreement and (ii) the continuation by the Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which which, could impair the value of have a Material Adverse Effect on Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (a) Buyer MB has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsapprovals of Regulatory Authorities and the expiration of applicable waiting periods) to perform all of its respective obligations hereunder. The execution This Agreement (including the execution, delivery and delivery of this Agreement performance hereof) and the completion of the transactions contemplated hereby Transactions have been duly authorized, deemed advisable, approved and adopted by the Boards of Directors of Buyer MB Board and Buyer Bank and duly authorized and approved by all necessary no other corporate action is required in respect thereof on the part of Buyer and Buyer BankMB. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank MB and, assuming due authorization, execution and delivery by Seller and Seller BankFirst SecurityFed, constitutes a the legal, valid and binding obligation of Buyer and Buyer BankMB, enforceable against Buyer and Buyer Bank it in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement Agreement, nor completion of the transactions contemplated herebyTransactions, nor compliance by Buyer MB or any of its Subsidiaries with any of the provisions hereof does or will (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code of Regulations of Buyer MB Articles, MB By-Laws, or the equivalent certificate or articles of incorporation, charter, bylaws or other governing documents of any Buyer Subsidiaryof its Subsidiaries, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance Lien upon any property or asset of Buyer MB or any Buyer Subsidiary of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Buyer MB or any Buyer Subsidiary of its Subsidiaries is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violates approvals from Regulatory Authorities (and the expiration of applicable waiting periods) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer MB or any Buyer Subsidiaryof its Subsidiaries. (c) To Except for the best knowledge of Buyer, except for (i) the filing of applications filings and notices with and the approvals of the OTS and the Division, (ii) the filing of the Certificate of Merger with the Secretary of State of Ohio in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (v) review of the Merger contemplated by the DOJ under federal antitrust lawsSection 5.04(c), no consents or approvals of or filings or registrations with any Governmental Entity Authority or with any third party are necessary on the part of BuyerMB or any of its Subsidiaries, Merger Sub or Buyer Bank to the knowledge of MB, by First SecurityFed or any of its Subsidiaries, in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion of the transactions contemplated hereby, or (y) the MergerTransactions. (d) As of the date hereof, neither Buyer nor Buyer Bank MB is not aware of any reasons relating to Buyer MB or Buyer Bank any of its Subsidiaries (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities Regulatory Authorities having jurisdiction over the Merger Transactions as shall be necessary for the completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to BuyerTransactions.

Authorized and Effective Agreement. (a) Buyer The Company has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsthe approval of the Company’s shareholders of this Agreement) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer duly and Buyer Bank and duly validly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer Bankthe Company, except for the approval by the requisite vote of this Agreement by the Company’s shareholders. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank the Company and, assuming due authorization, execution and delivery by Seller and Seller BankHome Bancorp, constitutes a legal, valid and binding obligation of Buyer and Buyer Bank, the Company which is enforceable against Buyer and Buyer Bank the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles. (b) Neither the execution and delivery of this Agreement Agreement, nor completion consummation of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), nor compliance by Buyer the Company with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code Bylaws of Regulations of Buyer the Company or the equivalent documents of any Buyer Company Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer the Company or any Buyer a Company Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer the Company or any Buyer a Company Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer the Company or any Buyer a Company Subsidiary. (c) To the best knowledge of Buyerthe Company, except for (i) the filing of applications and notices with and the approvals approvals, as applicable, of the OTS OTS, the FDIC and the DivisionOFI, (ii) the filing and effectiveness of the Form S-1 and the Proxy Statement relating to the meetings of shareholders of Home Bancorp and the Company to be held pursuant to Section 5.2 hereof with the Commission, (iii) compliance, to the extent applicable, with applicable state securities or “blue sky” laws in connection with the issuance of Holding Company Common Stock in connection with the Merger and the Conversion, (iv) the approval of this Agreement by the requisite vote of the shareholders of the Company and the shareholders of Home Bancorp, (v) the approval of the Plan of Conversion by the requisite vote of the members of the MHC and the shareholders of Home Bancorp, (vi) the filing of the Certificate of Merger with the Secretary of State of Ohio the State of Louisiana pursuant to the BCL in connection with the Corporate Merger, (iiivii) the filing of a certificate Articles of dissolution Combination with the Secretary of State of Ohio in connection OTS and, if necessary, a notice with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio OFI in connection with the Bank Merger, and (vviii) review of the Merger by the DOJ under federal antitrust lawslaws and (ix) the consents and approvals of third parties which are not Governmental Entities, the failure of which to be obtained will not have and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub the Company or Buyer the Bank in connection with (x) the execution and delivery by Buyer the Company of this Agreement, Agreement and the completion consummation by the Company of the transactions contemplated hereby, or hereby and (y) the Mergerexecution and delivery by the Bank of the Bank Merger Agreement and the consummation of the transactions contemplated thereby. (d) As of the date hereof, neither Buyer nor Buyer Bank the Company is not aware of any reasons relating to Buyer the Company or Buyer the Bank (including CRA without limitation Community Reinvestment Act compliance) why all consents and approvals shall not be procured from all Governmental Entities regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for completion (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement and (ii) the continuation by Buyer the Holding Company and Home Federal after the Effective Time of the business of each of Seller the Company and Seller the Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which in the reasonable opinion of the Company could have a Material Adverse Effect on the Company or the Bank or materially impair the value of Seller or Seller the Company and the Bank to Buyerthe Holding Company and Home Federal, respectively.

Authorized and Effective Agreement. (a) Buyer has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been approved deemed advisable by the Boards of Directors of Buyer and Buyer Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer Bank. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank and, assuming due authorization, execution and delivery by Seller and Seller Bank, constitutes a legal, valid and binding obligation of Buyer and Buyer Bank, enforceable against Buyer and Buyer Bank in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement nor completion of the transactions contemplated hereby, nor compliance by Buyer with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code of Regulations of Buyer or the equivalent documents of any Buyer Subsidiary, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer or any Buyer Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer or any Buyer Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violates any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any Buyer Subsidiary. (c) To the best knowledge of Buyer, except for (i) the filing of applications and notices with and the approvals of the OTS and the Division, (ii) the filing of the Certificate of Merger with the Secretary of State of Ohio in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (v) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub or Buyer Bank in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion of the transactions contemplated hereby, or (y) the Merger. (d) As of the date hereof, neither Buyer nor Buyer Bank is aware of any reasons relating to Buyer or Buyer Bank (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyer.to

Authorized and Effective Agreement. (a) Buyer The Company has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvalsapprovals and the approval of the Company's shareholders of this Agreement) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer duly and Buyer Bank and duly validly authorized and approved by all necessary corporate action in respect thereof on the part of Buyer and Buyer Bankthe Company, except for the approval of this Agreement by the Company's shareholders. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank the Company and, assuming due authorization, execution and delivery by Seller the Acquiror and Seller Bankthe Acquiror Sub, constitutes a legal, valid and binding obligation of Buyer and Buyer Bank, the Company which is enforceable against Buyer and Buyer Bank the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement Agreement, nor completion consummation of the transactions contemplated herebyhereby (including the Merger), nor compliance by Buyer the Company with any of the provisions hereof (i) does or will conflict with or result in a breach of any provisions of the Articles of Incorporation or Code Bylaws of Regulations of Buyer or the equivalent documents of any Buyer SubsidiaryCompany, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Buyer or any Buyer Subsidiary the Company pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer or any Buyer Subsidiary the Company is a party, or by which any of their respective its properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any Buyer Subsidiarythe Company. (c) To the best knowledge of Buyer, except Except for (i) the filing of applications and notices with with, and the consents and approvals of of, as applicable, the OTS OTS, the FDIC, and the DivisionSuperintendent, (ii) the filing and effectiveness of the Certificate Form S-4 with the Commission, (iii) compliance with applicable state securities or "blue sky" laws and the American Stock Exchange Rules in connection with the issuance of Acquiror Common Stock pursuant to this Agreement, (iv) the approval of this Agreement by the requisite vote of the shareholders of the Company and the Acquiror Sub and (v) the filing of Articles of Merger with the Secretary of State of Ohio Maine pursuant to the MRSA and Articles of Combination with the OTS pursuant to the CFR in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (v) review of the Merger by the DOJ under federal antitrust laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub or Buyer Bank the Company in connection with (x) the execution and delivery by Buyer the Company of this Agreement, Agreement and consummation by the completion Company of the transactions contemplated hereby, or (y) the Merger. (d) As of the date hereof, neither Buyer nor Buyer Bank the Company is not aware of any reasons anyreasons relating to Buyer or Buyer Bank the Company (including CRA without limitation Community Reinvestment Act compliance) why all consents and approvals shall not be procured from all Governmental Entities regulatory agencies having jurisdiction over the Merger transactions contemplated by this Agreement as shall be necessary for completion (i) consummation of the Merger transactions contemplated by this Agreement and (ii) the continuation by Buyer the Acquiror after the Effective Time of the business of each of Seller the Acquiror, the Acquiror Sub and Seller Bank, respectively, the Company as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which which, in the reasonable opinion of the Company, could have a Material Adverse Effect on the Acquiror, the Acquiror Sub or the Company or materially impair the value of Seller or Seller Bank the Company to Buyerthe Acquiror.

Authorized and Effective Agreement. (a) Each of Buyer and Merger Sub has all requisite power and authority to enter into this Agreement and (subject to filing of notices and applications with, and the receipt of all necessary governmental approvalsapprovals of Regulatory Authorities) to perform all of its respective obligations hereunder. The execution and delivery of this This Agreement and the completion of the transactions contemplated hereby Cash-Out Merger have been approved duly authorized by the Boards of Directors of Buyer and Buyer Bank Merger Sub and duly authorized and approved by all necessary no other corporate action in is required by any of them with respect thereof on to the part of Buyer and Buyer BankCash-Out Merger. This Agreement has been duly and validly executed and delivered by Buyer and Buyer Bank Merger Sub and, assuming due authorization, execution and delivery by Seller and Seller BankSeller, constitutes a the legal, valid and binding obligation of each of Buyer and Buyer BankMerger Sub, enforceable against Buyer and Buyer Bank each of them in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement Agreement, nor completion of the transactions contemplated herebyMerger, nor compliance by Buyer or any of its Subsidiaries with any of the provisions hereof does or will (i) does or will conflict with or result in a breach of any provisions of the Articles articles of Incorporation incorporation or Code of Regulations bylaws of Buyer or any of the equivalent governing documents of any Buyer Subsidiaryof its Subsidiaries, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance Lien upon any property or asset of Buyer or any Buyer Subsidiary of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Buyer or any Buyer Subsidiary of its Subsidiaries is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to filing of notices and applications with, and the receipt of all required governmental approvalsapprovals from Regulatory Authorities, violates violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any Buyer Subsidiaryof its Subsidiaries. (c) To Except for the best knowledge of Buyer, except for (i) the filing of applications filings and notices with and the approvals of the OTS and the Division, (ii) the filing of the Certificate of Merger with the Secretary of State of Ohio in connection with the Corporate Merger, (iii) the filing of a certificate of dissolution with the Secretary of State of Ohio in connection with the Liquidation, (iv) the filing of a certificate of merger with the Division and the Secretary of State of Ohio in connection with the Bank Merger, and (v) review of the Merger contemplated by the DOJ under federal antitrust lawsSection 4.5(c), no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer, Merger Sub Buyer or Buyer Bank any of its Subsidiaries in connection with (x) the execution and delivery by Buyer of this Agreement, and the completion of the transactions contemplated hereby, or (y) the Merger. (d) As of the date hereof, neither Buyer nor Buyer Bank is not aware of any reasons relating to Buyer or Buyer Bank any of its Subsidiaries (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities Regulatory Authorities having jurisdiction over the Merger as shall be necessary for the completion of the Merger and continuation by Buyer after the Effective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to BuyerMerger.