Common use of Commitments and Contracts Clause in Contracts

Commitments and Contracts. (1) The Company has Previously Disclosed or provided to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (i) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former officer, director or employee (other than those that are terminable at will by the Company or such Company Subsidiary); (ii) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director or employee; (iii) any contract containing covenants that limit the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary may carry on its business (other than as may be required by law or applicable regulatory authorities), and any contract that would require the disposition of any material assets or line of business of the Company or any Company Subsidiary; (iv) any joint venture, partnership, strategic alliance or other similar contract (including any franchising agreement, but in any event excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing material indemnity obligations of the Company or any of the Company Subsidiaries; and (v) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. (2) Each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance in all material respects with and have performed in all material respects all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Company Subsidiaries has received notice of any violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. No party to a Company Significant Agreement has provided notice to the Company or any Company Subsidiary that it intends to terminate a Company Significant Agreement or not renew such agreement at the expiration of the current term. (3) Other than those contemplated by the Transactions, there are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns five percent (5%) or more of the Common Stock (or any of such person’s immediate family members or Affiliates) (other than Company Subsidiaries), on the other hand, except for deposit relationships or loan transactions arising in the ordinary course of business.

Commitments and Contracts. (1) The Company has Previously Disclosed or provided to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (i1) any material employment labor contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) agreement with any present or former officer, director or employee (other than those that are terminable at will by the Company or such Company Subsidiary)labor union; (ii2) any material plan, contract or understanding providing for agreement which grants any bonusperson a right of first refusal, pension, option, deferred compensation, retirement payment, profit sharing right of first offer or similar arrangement right with respect to any present material properties, assets or former officer, director businesses of the Company or employeethe Company Subsidiaries; (iii3) any contract containing covenants that limit the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary may carry on its business (other than as may be required by law or applicable regulatory authorities), ; and any contract that would could require the disposition of any material assets or line of business of the Company or any Company Subsidiary; (iv4) any joint venture, partnership, strategic alliance alliance, or other similar contract (including any franchising agreement, but in any event event, excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets assets, or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing material indemnity obligations of the Company or any of the Company Subsidiaries; (5) any real property lease and any other lease with annual rental payments aggregating $1,000,000 or more; (6) other than with respect to loans, any contract providing for, or reasonably likely to result in, the receipt or expenditure of more than $1,000,000 on an annual basis, including the payment or receipt of royalties or other amounts calculated based upon revenues or income; (7) any contract or arrangement under which the Company or any of the Company Subsidiaries is licensed or otherwise permitted by a third party to use any Intellectual Property that is material to its business (except for any “shrinkwrap” or “click through” license agreements or other agreements for software that is generally available to the public and has not been customized for the Company or the Company Subsidiaries) or under which a third party is licensed or otherwise permitted to use any Intellectual Property owned by the Company or any of the Company Subsidiaries; (8) any contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary; (9) any standstill or similar agreement pursuant to which the Company or any Company Subsidiary has agreed not to acquire assets or securities of another person; (10) any contract that would prevent, delay or impede the Company’s ability to consummate the transactions contemplated by this Agreement and the Other Securities Purchase Agreements; (11) any contract providing for indemnification by the Company or any Company Subsidiary of any person, except for immaterial contracts entered into in the ordinary course of business consistent with past practice; (12) other than contracts relating to the ordinary course management of credit extensions and contracts relating to Other Real Estate Owned, any contract that contains a put, call, or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, as applicable, any equity interests or assets that have a fair market value or purchase price of more than $250,000; (13) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former director, officer, employee or consultant; (14) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former director, officer, employee or consultant; (15) any contract with any Governmental Entity that imposes any material obligation or restriction on the Company or the Company Subsidiaries; (16) any contract relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for office equipment) in excess of $1,000,000, except for those issued in the ordinary course of business; and (v17) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. (2) K. Each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance in all material respects with and have performed in all material respects all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Company Subsidiaries knows of, or has received notice of of, any violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. No party to a Company Significant Consummation of the transactions contemplated by this Agreement has provided notice to will not place the Company or any of the Company Subsidiary that it intends to terminate a Subsidiaries in breach or default of any Company Significant Agreement Agreement, or not renew such agreement at the expiration of the current term. (3) trigger any modification, termination or acceleration thereunder. Other than those as contemplated by the TransactionsOther Securities Purchase Agreements, there are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns five percent (Beneficially Owns 5%) % or more of the Common Stock Shares (or any of such person’s immediate family members or Affiliates) (other than Company Subsidiaries), on the other hand, except for deposit relationships or loan transactions arising in the ordinary course of business.

Commitments and Contracts. (1) The Company has Previously Disclosed or provided to the Investor Investors or its their representatives, including through the electronic data room, prior to the date hereof, true, correct, and complete copies of each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (i1) any material employment labor contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) agreement with any present or former officer, director or employee (other than those that are terminable at will by the Company or such Company Subsidiary)labor union; (ii2) any material plan, contract or understanding providing for agreement which grants any bonusperson a right of first refusal, pension, option, deferred compensation, retirement payment, profit sharing right of first offer or similar arrangement right with respect to any present material properties, assets or former officer, director businesses of the Company or employeethe Company Subsidiaries; (iii3) any contract containing covenants that limit the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary may carry on its business (other than as may be required by law or applicable regulatory authorities), ; and any contract that would could require the disposition of any material assets or line of business of the Company or any Company Subsidiary; (iv4) any joint venture, partnership, strategic alliance alliance, or other similar contract (including any franchising agreement, but in any event event, excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets assets, or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing material indemnity obligations of the Company or any of the Company Subsidiaries; (5) any real property lease and any other lease with annual rental payments aggregating $1,000,000 or more; (6) other than with respect to loans, any contract providing for, or reasonably likely to result in, the receipt or expenditure of more than $3,000,000 on an annual basis, including the payment or receipt of royalties or other amounts calculated based upon revenues or income; (7) any contract or arrangement under which the Company or any of the Company Subsidiaries is licensed or otherwise permitted by a third party to use any Intellectual Property that is material to its business (except for any “shrinkwrap” or “click through” license agreements or other agreements for software that is generally available to the public and has not been customized for the Company or the Company Subsidiaries) or under which a third party is licensed or otherwise permitted to use any Intellectual Property owned by the Company or any of the Company Subsidiaries; (8) any contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary; (9) any standstill or similar agreement pursuant to which the Company or any Company Subsidiary has agreed not to acquire assets or securities of another person; (10) any contract that would prevent, delay or impede the Company’s ability to consummate the transactions contemplated by this Agreement and the Other Securities Purchase Agreements; (11) any contract providing for indemnification by the Company or any Company Subsidiary of any person, except for immaterial contracts entered into in the ordinary course of business consistent with past practice; (12) other than contracts relating to the ordinary course management of credit extensions and contracts relating to Other Real Estate Owned, any contract that contains a put, call, or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, as applicable, any equity interests or assets that have a fair market value or purchase price of more than $250,000; (13) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former director, officer, employee or consultant; (14) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former director, officer, employee or consultant; (15) any contract with any Governmental Entity that imposes any material obligation or restriction on the Company or the Company Subsidiaries; (16) any contract relating to indebtedness of the Company for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, federal funds purchased, Federal Home Loan Bank advances, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for office equipment) in excess of $1,000,000, except for those issued in the ordinary course of business; and (v17) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. (2) K. Each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance in all material respects with and have performed in all material respects all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Company Subsidiaries knows of, or has received notice of of, any violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. No party to a Company Significant Consummation of the transactions contemplated by this Agreement has provided notice to will not place the Company or any of the Company Subsidiary that it intends to terminate a Subsidiaries in breach or default of any Company Significant Agreement Agreement, or not renew such agreement at the expiration of the current term. (3) trigger any modification, termination or acceleration thereunder. Other than those as contemplated by the TransactionsOther Securities Purchase Agreements, there are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns five percent (Beneficially Owns 5%) % or more of the Common Stock Shares (or any of such person’s immediate family members or Affiliates) (other than Company Subsidiaries), on the other hand, except for deposit relationships or loan transactions arising in the ordinary course of business.

Commitments and Contracts. (1) The Company has Previously Disclosed or provided to the Investor or its representatives, including through the electronic data room, prior to the date hereof, true, correct, and complete copies of each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “"Company Significant Agreement”"): (i1) any material employment labor contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) agreement with any present or former officer, director or employee (other than those that are terminable at will by the Company or such Company Subsidiary)labor union; (ii2) any material plan, contract or understanding providing for agreement which grants any bonusperson a right of first refusal, pension, option, deferred compensation, retirement payment, profit sharing right of first offer or similar arrangement right with respect to any present material properties, assets or former officer, director businesses of the Company or employeethe Company Subsidiaries; (iii3) any contract containing covenants that limit the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary may carry on its business (other than as may be required by law or applicable regulatory authorities), ; and any contract that would could require the disposition of any material assets or line of business of the Company or any Company Subsidiary; (iv4) any joint venture, partnership, strategic alliance alliance, or other similar contract (including any franchising agreement, but in any event event, excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets assets, or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing material indemnity obligations of the Company or any of the Company Subsidiaries; (5) any real property lease and any other lease with annual rental payments aggregating $1,000,000 or more; (6) other than with respect to loans, any contract providing for, or reasonably likely to result in, the receipt or expenditure of more than $3,000,000 on an annual basis, including the payment or receipt of royalties or other amounts calculated based upon revenues or income; (7) any contract or arrangement under which the Company or any of the Company Subsidiaries is licensed or otherwise permitted by a third party to use any Intellectual Property that is material to its business (except for any "shrinkwrap" or "click through" license agreements or other agreements for software that is generally available to the public and has not been customized for the Company or the Company Subsidiaries) or under which a third party is licensed or otherwise permitted to use any Intellectual Property owned by the Company or any of the Company Subsidiaries; (8) any contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary; (9) any standstill or similar agreement pursuant to which the Company or any Company Subsidiary has agreed not to acquire assets or securities of another person; (10) any contract that would prevent, delay or impede the Company's ability to consummate the transactions contemplated by this Agreement and the Other Securities Purchase Agreements; (11) any contract providing for indemnification by the Company or any Company Subsidiary of any person, except for immaterial contracts entered into in the ordinary course of business consistent with past practice; (12) other than contracts relating to the ordinary course management of credit extensions and contracts relating to Other Real Estate Owned, any contract that contains a put, call, or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, as applicable, any equity interests or assets that have a fair market value or purchase price of more than $250,000; (13) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former director, officer, employee or consultant; (14) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former director, officer, employee or consultant; (15) any contract with any Governmental Entity that imposes any material obligation or restriction on the Company or the Company Subsidiaries; (16) any contract relating to indebtedness of the Company for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, federal funds purchased, Federal Home Loan Bank advances, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for office equipment) in excess of $1,000,000, except for those issued in the ordinary course of business; and (v17) any other contract or agreement which is a “"material contract” " within the meaning of Item 601(b)(10) of Regulation S-K. (2) K. Each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance in all material respects with and have performed in all material respects all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Company Subsidiaries knows of, or has received notice of of, any violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. No party to a Company Significant Consummation of the transactions contemplated by this Agreement has provided notice to will not place the Company or any of the Company Subsidiary that it intends to terminate a Subsidiaries in breach or default of any Company Significant Agreement Agreement, or not renew such agreement at the expiration of the current term. (3) trigger any modification, termination or acceleration thereunder. Other than those as contemplated by the TransactionsOther Securities Purchase Agreements, there are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns five percent (Beneficially Owns 5%) % or more of the Common Stock Shares (or any of such person’s 's immediate family members or Affiliates) (other than Company Subsidiaries), on the other hand, except for deposit relationships or loan transactions arising in the ordinary course of business.

Commitments and Contracts. (1) The Company has Previously Disclosed or provided to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of each Except as set forth in Section 5.13 of the following to which Company Disclosure Schedule, neither the Company or nor any Company Subsidiary of its Subsidiaries is a party or subject to, or has amended or waived any rights under, any of the following (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (ia) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, pay liabilities or fringe benefits) with any present or former officerEmployee, director or employee including in any such person's capacity as a consultant (other than those that which either (i) are terminable at will by the Company or such Subsidiary without requiring any payment by the Company Subsidiary)or (ii) do not involve payments with a present value of more than $5,000 individually or $20,000 in the aggregate by the Company or such Subsidiary during the remaining term thereof (without giving effect to extensions or renewals of the existing term thereof) which payments may be made at the election or with the consent or concurrence of the Company; (iib) any material plan, labor contract or understanding providing for agreement with any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director or employeelabor union; (iiic) any contract not made in the usual, regular and ordinary course of business containing non-competition covenants that which limit the ability of the Company or any Company Subsidiary of its Subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary of its Subsidiaries may carry on its business (other than as may be required by law or applicable regulatory authoritiesRegulatory Authorities), and ; (d) any other contract that would require the disposition of any material assets or line of business of agreement for which the Company or any Company SubsidiarySubsidiary was or is required to obtain the approval of any Regulatory Authority prior to becoming bound or to consummating the transactions contemplated thereby; (ive) any joint venturelease, partnershipsublease, strategic alliance license, contract and agreement which obligates or may obligate the Company or any Subsidiary for an amount in excess of $5,000 annually or which have a current term of one year or longer; provided, however, that the foregoing shall not include (i) loans made by, repurchase agreements made by, bankers acceptances of, agreements with Bank customers for trust services, or deposits by the Company and any of its Subsidiaries, and (ii) any lease, sublease, license, contract or agreement which may be terminated by the Company, without penalty, upon thirty (30) day's or less prior written notice; (f) any contract requiring the payment of any penalty, termination or other similar contract additional amounts as "change of control" payments or otherwise as a result of the transactions contemplated by this Agreement, or providing for the vesting or accrual of benefits or rights upon a "change of control" or otherwise as a result of the transactions contemplated by this Agreement; (including g) any franchising agreement, but in any event excluding introducing broker agreements); and any contract relating agreement with respect to (i) the acquisition or disposition of any material business bank, bank branch or material other assets or stock of another financial institution or any other Person or (whether by merger, ii) the sale of stock one or assets more bank branches; (h) any outstanding interest rate exchange or otherwise)other derivative contracts; or (i) any buy back, recourse or guaranty obligation with respect to loans or loan participations sold by the Company or any Subsidiary which acquisition create contingent or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing material indemnity obligations direct liabilities of the Company or any of the Company its Subsidiaries; and (v) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. (2) Each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance in all material respects with and have performed in all material respects all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Company Subsidiaries has received notice of any violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. No party to a Company Significant Agreement has provided notice to the Company or any Company Subsidiary that it intends to terminate a Company Significant Agreement or not renew such agreement at the expiration of the current term. (3) Other than those contemplated by the Transactions, there are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns five percent (5%) or more of the Common Stock (or any of such person’s immediate family members or Affiliates) (other than Company Subsidiaries), on the other hand, except for deposit relationships or loan transactions arising in the ordinary course of business.

Commitments and Contracts. (1) The Company has Previously Disclosed or provided to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of each Except as set forth in Section 5.13 of the following to which Company Disclosure Memorandum, neither the Company or nor any Company Subsidiary of its Subsidiaries is a party or subject to, or has amended or waived any rights under, any of the following (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (ia) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, pay liabilities or fringe benefits) with any present or former officerEmployee, director or employee including in any such person’s capacity as a consultant (other than those that which either (i) are terminable at will by the Company or such Subsidiary without requiring any payment by the Company Subsidiary)or (ii) do not involve payments with a present value of more than $10,000 individually or $50,000 in the aggregate by the Company or such Subsidiary during the remaining term thereof (without giving effect to extensions or renewals of the existing term thereof) which payments may be made at the election or with the consent or concurrence of the Company; (iib) any material plan, labor contract or understanding providing for agreement with any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director or employeelabor union; (iiic) any contract not made in the usual, regular and ordinary course of business containing non-competition covenants that which limit the ability of the Company or any Company Subsidiary of its Subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary of its Subsidiaries may carry on its business (other than as may be required by law or applicable regulatory authoritiesRegulatory Authorities), and ; (d) any other contract that would require the disposition of any material assets or line of business of agreement for which the Company or any Company SubsidiarySubsidiary was or is required to obtain the approval of any Regulatory Authority prior to becoming bound or to consummating the transactions contemplated thereby; (ive) any joint venturelease, partnershipsublease, strategic alliance license, contract and agreement which obligates or may obligate the Company or any Subsidiary for an amount in excess of $15,000 annually or which have a current term of one year or longer; provided, however, that the foregoing shall not include (i) loans made by, repurchase agreements made by, bankers acceptances of, agreements with Bank customers for trust services, or deposits by the Company and any of its Subsidiaries, and (ii) any lease, sublease, license, contract or agreement which may be terminated by the Company, without penalty, upon thirty (30) day’s or less prior written notice; (f) any contract requiring the payment of any penalty, termination or other similar contract additional amounts as “change of control” payments or otherwise as a result of the transactions contemplated by this Agreement, or providing for the vesting or accrual of benefits or rights upon a “change of control” or otherwise as a result of the transactions contemplated by this Agreement; (including g) any franchising agreement, but in any event excluding introducing broker agreements); and any contract relating agreement with respect to (i) the acquisition or disposition of any material business bank, bank branch or material other assets or stock of another financial institution or any other Person or (whether by merger, ii) the sale of stock one or assets more bank branches; (h) any outstanding interest rate exchange or otherwise)other derivative contracts; or (i) any buy back, recourse or guaranty obligation with respect to participation loans sold by the Company or any Subsidiary which acquisition create contingent or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing material indemnity obligations direct liabilities of the Company or any of the Company its Subsidiaries; and (v) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. (2) Each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance in all material respects with and have performed in all material respects all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Company Subsidiaries has received notice of any violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. No party to a Company Significant Agreement has provided notice to the Company or any Company Subsidiary that it intends to terminate a Company Significant Agreement or not renew such agreement at the expiration of the current term. (3) Other than those contemplated by the Transactions, there are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns five percent (5%) or more of the Common Stock (or any of such person’s immediate family members or Affiliates) (other than Company Subsidiaries), on the other hand, except for deposit relationships or loan transactions arising in the ordinary course of business.

Commitments and Contracts. (1) The Company has Previously Disclosed or provided to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of each Except as set forth in Section 5.13 of the following to which Company Disclosure Memorandum, neither the Company or nor any Company Subsidiary of its Subsidiaries is a party or subject to, or has amended or waived any rights under, any of the following (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (ia) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, pay liabilities or fringe benefits) with any present or former officerEmployee, director or employee including in any such person’s capacity as a consultant (other than those that which either (i) are terminable at will by the Company or such Subsidiary without requiring any payment by the Company Subsidiary)or (ii) do not involve payments with a present value of more than $10,000 individually or $50,000 in the aggregate by the Company or such Subsidiary during the remaining term thereof (without giving effect to extensions or renewals of the existing term thereof) which payments may be made at the election or with the consent or concurrence of the Company; (iib) any material plan, labor contract or understanding providing for agreement with any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director or employeelabor union; (iiic) any contract not made in the usual, regular and ordinary course of business containing non-competition covenants that which limit the ability of the Company or any Company Subsidiary of its Subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary of its Subsidiaries may carry on its business (other than as may be required by law or applicable regulatory authoritiesRegulatory Authorities), and ; (d) any other contract that would require the disposition of any material assets or line of business of agreement for which the Company or any Company SubsidiarySubsidiary was or is required to obtain the approval of any Regulatory Authority prior to becoming bound or to consummating the transactions contemplated thereby; (ive) any joint venturelease, partnershipsublease, strategic alliance license, contract and agreement which obligates or may obligate the Company or any Subsidiary for an amount in excess of $5,000 annually or which have a current term of one year or longer; provided, however, that the foregoing shall not include (i) loans made by, repurchase agreements made by, bankers acceptances of, agreements with Bank customers for trust services, or deposits by the Company and any of its Subsidiaries, and (ii) any lease, sublease, license, contract or agreement which may be terminated by the Company, without penalty, upon thirty (30) day’s or less prior written notice; (f) any contract requiring the payment of any penalty, termination or other similar contract additional amounts as “change of control” payments or otherwise as a result of the transactions contemplated by this Agreement, or providing for the vesting or accrual of benefits or rights upon a “change of control” or otherwise as a result of the transactions contemplated by this Agreement; (including g) any franchising agreement, but in any event excluding introducing broker agreements); and any contract relating agreement with respect to (i) the acquisition or disposition of any material business bank, bank branch or material other assets or stock of another financial institution or any other Person or (whether by merger, ii) the sale of stock one or assets more bank branches; (h) any outstanding interest rate exchange or otherwise)other derivative contracts; or (i) any buy back, recourse or guaranty obligation with respect to participation loans sold by the Company or any Subsidiary which acquisition create contingent or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing material indemnity obligations direct liabilities of the Company or any of the Company its Subsidiaries; and (v) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. (2) Each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance in all material respects with and have performed in all material respects all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Company Subsidiaries has received notice of any violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. No party to a Company Significant Agreement has provided notice to the Company or any Company Subsidiary that it intends to terminate a Company Significant Agreement or not renew such agreement at the expiration of the current term. (3) Other than those contemplated by the Transactions, there are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns five percent (5%) or more of the Common Stock (or any of such person’s immediate family members or Affiliates) (other than Company Subsidiaries), on the other hand, except for deposit relationships or loan transactions arising in the ordinary course of business.

Commitments and Contracts. (1) The Company has Previously Disclosed or provided to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of each Except as set forth in Section 5.13 of the following to which Company Disclosure Memorandum, neither the Company or nor any Company Subsidiary of its Subsidiaries is a party or subject to, or has amended or waived any rights under, any of the following (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (ia) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, pay liabilities or fringe benefits) with any present or former officerEmployee, director or employee including in any such person's capacity as a consultant (other than those that which either (i) are terminable at will by the Company or such Subsidiary without requiring any payment by the Company Subsidiary)or (ii) do not involve payments with a present value of more than $10,000 individually or $50,000 in the aggregate by the Company or such Subsidiary during the remaining term thereof (without giving effect to extensions or renewals of the existing term thereof) which payments may be made at the election or with the consent or concurrence of the Company; (iib) any material plan, labor contract or understanding providing for agreement with any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director or employeelabor union; (iiic) any contract not made in the usual, regular and ordinary course of business containing non-competition covenants that which limit the ability of the Company or any Company Subsidiary of its Subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary of its Subsidiaries may carry on its business (other than as may be required by law or applicable regulatory authoritiesRegulatory Authorities), and any contract that would require the disposition of any material assets or line of business of the Company or any Company Subsidiary; (iv) any joint venture, partnership, strategic alliance or other similar contract (including any franchising agreement, but in any event excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing material indemnity obligations of the Company or any of the Company Subsidiaries; and (vd) any other contract or agreement for which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. (2) Each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance in all material respects with and have performed in all material respects all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Company Subsidiaries has received notice of any violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. No party to a Company Significant Agreement has provided notice to the Company or any Company Subsidiary that it intends was or is required to terminate a Company Significant Agreement obtain the approval of any Regulatory Authority prior to becoming bound or not renew such agreement at to consummating the expiration of the current term.transactions contemplated thereby; (3e) Other than those contemplated by the Transactionsany lease, there are no transactions sublease, license, contract and agreement which obligates or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, or series of related transactions between may obligate the Company or any Subsidiary for an amount in excess of $5,000 annually or which have a current term of one year or longer; provided, however, that the foregoing shall not include (i) loans made by, repurchase agreements made by, bankers acceptances of, agreements with Bank customers for trust services, or deposits by the Company and any of its Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns five percent (5%) or more of the Common Stock (or any of such person’s immediate family members or Affiliates) (other than Company Subsidiaries), on the other hand, except for deposit relationships or loan transactions arising in the ordinary course of business.and

Commitments and Contracts. (1) The Company has Previously Disclosed or provided to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of each Except as set forth in Section 5.13 of the following to which Company Disclosure Schedule, neither the Company or nor any Company Subsidiary of its Subsidiaries is a party or subject to, or has amended or waived any rights under, any of the following (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (ia) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, pay liabilities or fringe benefits) with any present or former officerEmployee, director or employee including in any such person's capacity as a consultant (other than those that which either (i) are terminable at will by the Company or such Subsidiary without requiring any payment by the Company Subsidiary)or (ii) do not involve payments with a present value of more than $10,000 individually or $50,000 in the aggregate by the Company or such Subsidiary during the remaining term thereof (without giving effect to extensions or renewals of the existing term thereof) which payments may be made at the election or with the consent or concurrence of the Company; (iib) any material plan, labor contract or understanding providing for agreement with any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director or employeelabor union; (iiic) any contract not made in the usual, regular and ordinary course of business containing non-competition covenants that which limit the ability of the Company or any Company Subsidiary of its Subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary of its Subsidiaries may carry on its business (other than as may be required by law or applicable regulatory authoritiesRegulatory Authorities), and ; (d) any other contract that would require the disposition of any material assets or line of business of agreement for which the Company or any Company SubsidiarySubsidiary was or is required to obtain the approval of any Regulatory Authority prior to becoming bound or to consummating the transactions contemplated thereby; (ive) any joint venturelease, partnershipsublease, strategic alliance license, contract and agreement which obligates or may obligate the Company or any Subsidiary for an amount in excess of $5,000 annually or which have a current term of one year or longer; provided, however, that the foregoing shall not include (i) loans made by, repurchase agreements made by, bankers acceptances of, agreements with Bank customers for trust services, or deposits by the Company and any of its Subsidiaries, and (ii) any lease, sublease, license, contract or agreement which may be terminated by the Company, without penalty, upon thirty (30) day's or less prior written notice; (f) any contract requiring the payment of any penalty, termination or other similar contract additional amounts as "change of control" payments or otherwise as a result of the transactions contemplated by this Agreement, or providing for the vesting or accrual of benefits or rights upon a "change of control" or otherwise as a result of the transactions contemplated by this Agreement; (including g) any franchising agreement, but in any event excluding introducing broker agreements); and any contract relating agreement with respect to (i) the acquisition or disposition of any material business bank, bank branch or material other assets or stock of another financial institution or any other Person or (whether by merger, ii) the sale of stock one or assets more bank branches; (h) any outstanding interest rate exchange or otherwise)other derivative contracts; or (i) any buy back, recourse or guaranty obligation with respect to participation loans sold by the Company or any Subsidiary which acquisition create contingent or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing material indemnity obligations direct liabilities of the Company or any of the Company its Subsidiaries; and (v) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. (2) Each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance in all material respects with and have performed in all material respects all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Company Subsidiaries has received notice of any violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. No party to a Company Significant Agreement has provided notice to the Company or any Company Subsidiary that it intends to terminate a Company Significant Agreement or not renew such agreement at the expiration of the current term. (3) Other than those contemplated by the Transactions, there are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns five percent (5%) or more of the Common Stock (or any of such person’s immediate family members or Affiliates) (other than Company Subsidiaries), on the other hand, except for deposit relationships or loan transactions arising in the ordinary course of business.

Commitments and Contracts. (1) The Except as set forth on Schedule 2(j), neither Company has Previously Disclosed or provided to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of each of the following to which the Company or nor any Company Subsidiary is a party or subject to any of the following (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (i) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former officer, director director, employee or employee consultant (other than those that are terminable at will without liability by the Company or such Company Subsidiary); (ii) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, change-in-control payments, tax indemnity (or gross-up) payments, profit sharing or similar arrangement with respect to any present or former officer, director director, employee or employeeconsultant or providing for a contingent, deferred, or earn-out payment to any other person; (iii) any labor contract or agreement with any labor union; (iv) any contract containing covenants that limit the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whomwhich, the Company or any Company Subsidiary may carry on its business (other than as may be required by law or applicable regulatory authorities), and any contract ) or that would require the disposition of any material assets or line of business of the requires Company or any Company SubsidiarySubsidiary to deal exclusively with another party; (iv) any joint venture, partnership, strategic alliance or other similar contract (including any franchising agreement, but in any event excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing material indemnity obligations of the Company or any of the Company Subsidiaries; and (v) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K.K; (2vi) Each any real property lease, any sale-leaseback arrangement and any other lease with annual rental payments aggregating $200,000 or more; (vii) any agreement or commitment with respect to the Community Reinvestment Act (“CRA”) with any state or federal bank regulatory authority or any other party; (viii) any currently effective agreement, contract or understanding with any current director, officer, or employee, and, to Company’s knowledge, any current or former consultant, financial adviser, broker, dealer, or agent providing for any rights of indemnification in favor of such person or entity, copies of which have been made available to Xxxxx Fargo or otherwise described on Schedule 2(j)(viii) and all of which are listed on Schedule 2(j)(viii); (ix) any agreement or contract providing for (A) a term in excess of one (1) year or automatic renewal within one (1) year from the date of this Agreement, and (B) termination fees, liquidated damages or penalties in excess of $200,000 payable upon termination before the end of the Company Significant Agreements is valid and binding on term; or (x) any agreement or contract for the Company and the Company Subsidiariespossible merger, as applicablereorganization, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance in all material respects with and have performed in all material respects all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Company Subsidiaries has received notice of any violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. No party to a Company Significant Agreement has provided notice to business combination involving the Company or any Company Subsidiary that it intends to terminate a Company Significant Agreement or not renew such agreement at for the expiration acquisition of the current termassets or the securities of any other person. (3) Other than those contemplated by the Transactions, there are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns five percent (5%) or more of the Common Stock (or any of such person’s immediate family members or Affiliates) (other than Company Subsidiaries), on the other hand, except for deposit relationships or loan transactions arising in the ordinary course of business.

Commitments and Contracts. (1) The Company has Previously Disclosed or provided to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of each Except as set forth in Section 5.13 of the following to which Company Disclosure Schedule, neither the Company or nor any Company Subsidiary of its Subsidiaries is a party or subject to, or has amended or waived any rights under, any of the following (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (ia) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, pay liabilities or fringe benefits) with any present or former officerEmployee, director or employee including in any such person's capacity as a consultant (other than those that which either (i) are terminable at will by the Company or such Subsidiary without requiring any payment by the Company Subsidiary)or (ii) do not involve payments with a present value of more than $10,000 individually or $50,000 in the aggregate by the Company or such Subsidiary during the remaining term thereof (without giving effect to extensions or renewals of the existing term thereof) which payments may be made at the election or with the consent or concurrence of the Company; (iib) any material plan, labor contract or understanding providing for agreement with any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director or employeelabor union; (iiic) any contract not made in the usual, regular and ordinary course of business containing non-competition covenants that which limit the ability of the Company or any Company Subsidiary of its Subsidiaries to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary of its Subsidiaries may carry on its business (other than as may be required by law or applicable regulatory authoritiesRegulatory Authorities), and ; (d) any other contract that would require the disposition of any material assets or line of business of agreement for which the Company or any Company SubsidiarySubsidiary was or is required to obtain the approval of any Regulatory Authority prior to becoming bound or to consummating the transactions contemplated thereby; (ive) any joint venturelease, partnershipsublease, strategic alliance license, contract and agreement which obligates or may obligate the Company or any Subsidiary for an amount in excess of $5,000 annually or which have a current term of one year or longer; provided, however, that the foregoing shall not include (i) loans made by, repurchase agreements made by, bankers acceptances of, agreements with Bank customers for trust services, or deposits by the Company and any of its Subsidiaries, and (ii) any lease, sublease, license, contract or agreement which may be terminated by the Company, without penalty, upon thirty (30) day's or less prior written notice; (f) any contract requiring the payment of any penalty, termination or other similar contract additional amounts as "change of control" payments or otherwise as a result of the transactions contemplated by this Agreement, or providing for the vesting or accrual of benefits or rights upon a "change of control" or otherwise as a result of the transactions contemplated by this Agreement; (including g) any franchising agreement, but in any event excluding introducing broker agreements); and any contract relating agreement with respect to (i) the acquisition or disposition of any material business bank, bank branch or material other assets or stock of another financial institution or any other Person or (whether by merger, ii) the sale of stock one or assets more bank branches; (h) any outstanding interest rate exchange or otherwise)other derivative contracts; or (i) any buy back, recourse or guaranty obligation with respect to participation loans sold by the Company or any Subsidiary which acquisition create contingent or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing material indemnity obligations direct liabilities of the Company or any of the Company its Subsidiaries; and (v) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. (2) Each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance in all material respects with and have performed in all material respects all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Company Subsidiaries has received notice of any violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. No party to a Company Significant Agreement has provided notice to the Company or any Company Subsidiary that it intends to terminate a Company Significant Agreement or not renew such agreement at the expiration of the current term. (3) Other than those contemplated by the Transactions, there are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns five percent (5%) or more of the Common Stock (or any of such person’s immediate family members or Affiliates) (other than Company Subsidiaries), on the other hand, except for deposit relationships or loan transactions arising in the ordinary course of business.