Common use of Company Subsidiaries Clause in Contracts

Company Subsidiaries. As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As Set forth on Schedule 2.2(b) is a true, complete and correct list, as of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” ”, and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and except as Previously Disclosedset forth on Schedule 2.2(b), the Company does not own beneficially or controlbeneficially, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangementventure. The Except as set forth on Schedule 2.2(b), the Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No , and all the issued and outstanding shares of Capital Stock or comparable equity security interest of any each Company Subsidiary is are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or may be required to be issued by reason of any optionpurchase securities. There are no outstanding options, warrantwarrants, scrip, preemptive right, right rights to subscribe to, gross-up right, call calls or commitment commitments of any character whatsoever relating to, or security securities or right rights convertible intointo or exercisable or exchangeable for, any shares of Capital Stock of any capital stock Company Subsidiary or any bonds, debentures, notes or other interest indebtedness having the right to vote on any matters on which the shareholders of such any Company SubsidiarySubsidiary may vote, and there are no or contracts, commitments, understandings or arrangements by which any Company Subsidiary is or may become bound to issue additional shares of its capital stock Capital Stock of such Company Subsidiary or other interestoptions, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any option, warrant or right to purchase or acquire any additional shares of its capital stockCapital Stock of any Company Subsidiary. The deposit accounts of Highlands Union Bank (the Bank “Bank”) are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act (“FDI Act, as amended, ”) and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankdue.

Company Subsidiaries. As (a) Schedule 3.4 sets forth a correct and complete list of the date Subsidiaries of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly listing for each Subsidiary its name, type of entity, the jurisdiction and date of its incorporation or indirectlyorganization, owns sufficient its authorized capital stock or holds other equity interests, the number and type of its issued and outstanding shares of capital stock or other equity interests and the current ownership of such shares or other equity interests. The Company has no direct or indirect Subsidiaries, other than the Subsidiaries set forth on Schedule 3.4. (b) Each Company Subsidiary is a sufficient equity corporation, limited partnership, limited liability company or similar interest other business entity, as the case may be, duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the laws of its respective jurisdiction of formation or organization (as applicable). Each Company Subsidiary is duly qualified or registered as a foreign company to transact business under the Laws of each jurisdiction where the character of its activities or the location of the properties owned or leased by it requires such that it is consolidated with qualification or registration, except where the Company failure of such qualification or registration would not, individually or in the financial statements aggregate, have a Material Adverse Effect. (c) All of the outstanding equity securities of the Company or has Subsidiaries are validly issued, fully paid and nonassessable and have been issued in accordance with applicable Law and preemptive rights and are owned by the power to elect a majority of the board of directors or other persons performing similar functions (eachCompany, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No There are no subscriptions, options, warrants, calls, Contracts, demands, commitments or other agreements requiring any Company Subsidiary to issue, or entitling any Person to acquire, any additional shares of capital stock or any other equity or debt security of any Company Subsidiary, including any right of conversion or exchange under any outstanding security or other instrument, and no Company Subsidiary is obligated to issue any additional units, shares of capital stock or may be required any other securities, including debt securities, for any purpose or reason. The Company Subsidiaries do not have any outstanding obligation to be issued by reason repurchase, redeem or otherwise acquire any outstanding units or shares of capital stock of any optionCompany Subsidiary. There are no bonds, warrantdebentures, scrip, preemptive right, notes or other Indebtedness of any Company Subsidiary having the right to subscribe to, gross-up right, call vote or commitment of any character whatsoever relating to, consent (or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiaryexchangeable for, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or securities having the right to purchase vote or acquire consent) on any additional shares of its capital stock. The deposit accounts matters on which equity interest holders of the Bank are insured by Company Subsidiaries may vote. Schedule 3.4 also lists Contracts that could impact the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations future sale of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The equity interests of certain Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankSubsidiaries.

Company Subsidiaries. As Schedule 4.2(d) of the date of this Agreement, Disclosure Schedules sets forth the Company has Previously Disclosed a true, complete and correct list name of each entity in which Company Subsidiary and for each Company Subsidiary: (i) its jurisdiction of formation; (ii) its authorized share capital or approved registered capital; (iii) the Companynumber of its issued and outstanding share capital or the registered capital that has been paid; (iv) the share interests that are wholly owned, directly or indirectly, owns sufficient capital stock or holds by the Company, and (v) a sufficient list of all equity or similar interest such that it is consolidated with the Company holders and holders of Indebtedness in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “each Company Subsidiary” and, collectively, and the “equity and debt interest held by each such holders. The share interests of each Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or controlSubsidiary that are owned, directly or indirectly, more than 5% by the Company, as set forth in Schedule 4.2(d) of any class the Disclosure Schedules, are owned free and clear of equity securities or similar interests all Encumbrances. All of any corporation, bank, business trust, association or similar organization, the issued and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests outstanding share capital in each Company Subsidiary free have been duly authorized and clear legally issued and, to the extent such concepts are recognized under applicable Law, are fully paid and non-assessable and were not issued in violation of any and all Liens. No equity security purchase option, call option, right of any first refusal or offer, preemptive rights, subscription right or other similar right, the organizational documents of the relevant Company Subsidiary or any applicable Law. All capital contributions to the Company Subsidiaries have been paid in accordance with all applicable Law. There is or may be required to be issued by reason of any no existing option, warrant, scrip, preemptive rightcall, right to subscribe to(including preemptive rights), gross-up right, call or commitment contract of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiaryrequiring, and there are no contracts, commitments, understandings or arrangements by which securities of any Company Subsidiary is bound to issue additional outstanding which upon conversion or exchange would require, the issuance, of any shares of its capital stock stock, other equity interests or other interestvoting securities of any Company Subsidiary or other securities convertible into, exchangeable for or any option, warrant or evidencing the right to subscribe for or purchase or acquire any additional shares of its capital stock. The deposit accounts , other equity interests or other voting securities of any Company Subsidiary and there are no formal or informal agreements or understanding with respect to any of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankforegoing.

Company Subsidiaries. As (a) Section 3.08(a) of the date Company Schedule of this AgreementExceptions contains a complete and accurate list of the name, jurisdiction of organization, capitalization, schedule of shareholders or other equity holders of and the individuals who comprise the board of directors or comparable body and officers of each Company Subsidiary. (b) Each of the Company Subsidiaries is duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its respective incorporation or organization (to the extent either such concept is recognized under applicable Law). Each of the Company Subsidiaries has Previously Disclosed the requisite corporate power and authority to carry on its respective business as it is presently being conducted and to own, lease or operate or otherwise hold its respective properties and assets. Each of the Company Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary (to the extent either such concept is recognized under applicable Law), except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a trueCompany Material Adverse Effect. (c) All of the outstanding equity or voting interests in each Company Subsidiary (i) have been duly authorized, complete validly issued and correct list of each entity in which the Companyare fully paid and nonassessable and (ii) are owned, directly or indirectly, owns sufficient capital stock by the Company or holds a sufficient another Company Subsidiary, free and clear of all Liens (other than Liens under applicable securities Laws) and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such equity or similar interest such that it is consolidated with the Company in the financial statements voting interest). (d) There are no outstanding (i) securities of the Company or any Company Subsidiary convertible into or exchangeable for any equity or voting interest in any Company Subsidiary, (ii) options, warrants, rights or other commitments or agreements to acquire from the Company or any Company Subsidiary, or that obligate the Company or any Company Subsidiary to issue, any equity or voting interest in, or any securities convertible into or exchangeable for any equity or voting interest in, nor any deferred compensation rights, agreements, arrangements or commitments of any kind to which the Company or any Company Subsidiary is a party relating to the issuance of any equity or voting interest in any Company Subsidiary, (iii) obligations of the Company or any Company Subsidiary to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any equity or voting interest (including any voting debt) in, any Company Subsidiary (the items in clauses (i), (ii) and (iii), together with the equity and voting interests in the Company Subsidiaries, being referred to collectively as “Subsidiary Securities”), or (iv) other obligations by the Company or any Company Subsidiary to make any payments based on the price or value of any Subsidiary Securities. Neither the Company nor any Company Subsidiary is a party to any Contract which obligates the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. (e) The Company has made available to Parent prior to the power Effective Date true and complete copies of the articles of incorporation, bylaws, articles of organization, operating agreements, voting agreements, shareholder agreements, partnership agreement, trust agreement and other governing documents (collectively, “Subsidiary Charter Documents”) of each Company Subsidiary. The Company has delivered or made available to elect Parent prior to the Effective Date accurate and complete copies of all the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a majority meeting) of the equity holders of each of the Company Subsidiaries and the board of directors or equivalent body of each of the Company Subsidiaries, and all committees thereof. None of such Company Subsidiaries is in default of such Subsidiary Charter Documents. (f) Section 3.08(f) of the Company Schedule of Exceptions sets forth a true and complete list of all capital stock, membership interests, partnership interests, joint venture interests and other persons performing similar functions equity interests in any Person (each, other than a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control) owned, directly or indirectly, more than 5% of any class of equity securities by the Company or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts as of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankEffective Date.

Company Subsidiaries. As (a) The Company’s direct and indirect Subsidiaries, together with their jurisdiction of the date of this Agreementincorporation or organization, the Company has Previously Disclosed a trueas applicable, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements are listed on Schedule 3.02(a) of the Company or has Disclosure Letter (the power to elect a majority of the board of directors or other persons performing similar functions (each, “Company Subsidiaries” and each a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each the outstanding equity securities of the Company Subsidiary Subsidiaries, free and clear of all Liens (other than Permitted Liens). Except for the Company Subsidiaries, the Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and all Liens. No equity security has not agreed and is not obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, under which it may become obligated to make, any future investment in or capital contribution to any other entity. (b) Each Company Subsidiary is duly incorporated, formed or may organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation, formation or organization and has the requisite corporate, limited liability company or equivalent power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified to do business in each jurisdiction in which the conduct of its business, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure to so qualify or be required in good standing would not, individually or in the aggregate, reasonably be expected to be issued by reason material to the Group Companies, taken as a whole. Complete and correct copies of the Governing Documents of each Company Subsidiary, as amended and currently in effect, have been made available to SPAC. No Company Subsidiary is in violation of any of the provisions of its Governing Documents. (c) All issued and outstanding shares of capital stock, limited liability company interests and equity interests of each Company Subsidiary (i) have been duly authorized, validly issued, fully paid and are non-assessable, (ii) are not subject to, nor have been issued in violation of, any purchase option, warrantcall option, scripright of first refusal, preemptive right, subscription right to subscribe toor any similar right and (iii) have been offered, gross-up rightsold and issued in compliance in all material respects with applicable Legal Requirements and the applicable Company Subsidiary’s respective Governing Documents. (d) There are no subscriptions, call options, warrants, equity securities, partnership interests or commitment similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by to which any Company Subsidiary is a party or by which it is bound obligating such Company Subsidiary to issue additional shares of its capital stock issue, deliver or other interestsell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any ownership interests of such Company Subsidiary or obligating such Company Subsidiary to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant warrant, equity security, call, right, commitment or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankagreement.

Company Subsidiaries. As Schedule 4.3 lists each of the date of this AgreementCompany's directly and indirectly owned Subsidiaries (individually a "Company Subsidiary" and, collectively, the "Company Subsidiaries"). Except as set forth in Schedule 4.3, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Companydoes not own, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar any material interest such that it is consolidated in any Person. Schedule 4.3 sets forth, with the Company in the financial statements regard to each of the Company Subsidiaries, a true and complete list of (i) its name and jurisdiction of incorporation, formation or has organization, as the power to elect a majority of the board of directors case may be, (ii) its authorized capital stock, membership interests or other persons performing similar functions equity interests, as the case may be, (eachiii) the number of shares of capital stock, membership interests or other equity interests, as the case may be, of each class thereof outstanding, (iv) the number of shares of capital stock, membership interests or other equity interests, as the case may be, of each class owned by the Company or a “Company Subsidiary” andSubsidiary and (v) the names and titles of its managers, collectively, the “Company Subsidiaries”)directors and executive officers. Except for as set forth in Schedule 4.3, no shares of capital stock, membership interests or other equity interests, as the Company Subsidiaries and as Previously Disclosedcase may be, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of other security (including any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security debt security) of any Company Subsidiary is held by any Person or entity other than the Company or one or more of the Company Subsidiaries. Each Company Subsidiary is a corporation, limited liability company or other business entity validly existing under the laws of the jurisdiction of its incorporation, formation or organization, as the case may be be, and has the power and authority to carry on its business as now being conducted and to own and operate the properties and assets now owned and being operated by it. The Company has made available to HTI Acquisition complete and correct copies of each of the Company Subsidiary's certificate of incorporation and bylaws, certificate of formation and limited liability company agreement or other organizational documents, as the case may be, as in effect on the date hereof. Each Company Subsidiary is duly qualified or licensed to do business and in good standing in each of the respective jurisdictions listed in Schedule 4.3. No Company Subsidiary is required to be issued by reason of any optionqualified or licensed to do business as a foreign corporation, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock limited liability company or other interest business entity in any other jurisdiction except such jurisdictions, if any, in which the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All outstanding membership interests of such each Company SubsidiarySubsidiary owned by the Company or a Company Subsidiary have been duly authorized and validly issued, and there are no contractsfully paid and non-assessable. Except as set forth in Schedule 4.3 and except for the LaSalle Lien, commitmentsall outstanding equity interests in each of the Company Subsidiaries is owned by the Company or one or more of the Company Subsidiaries free and clear of all Liens, understandings or arrangements by which other than restrictions on transfer pursuant to applicable law and, subject to compliance with such laws, are freely transferable. Except as set forth in Schedule 4.3, neither the Company nor any Company Subsidiary nor Alleghany is a party to or bound by any contract, agreement or arrangement with any Person (other than the Company or another Company Subsidiary) to issue additional shares issue, sell or otherwise dispose of its capital stock or other interestredeem, purchase or otherwise acquire any equity interest in or any other security (including any debt security) of any Company Subsidiary or any other security exercisable or exchangeable for or convertible into any equity interest in or any other security (including any debt security) of any Company Subsidiary. Except as set forth in Schedule 4.3, there is no outstanding option, warrant or other right to purchase subscribe for or acquire to purchase, or contract, agreement or arrangement with any additional shares Person (other than the Company or another Company Subsidiary) with respect to, any equity interest in or any other security (including any debt security) of its capital stock. The deposit accounts any Company Subsidiary, or any other security exercisable or exchangeable for or convertible into any equity interest in or any other security (including any debt security) of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankSubsidiary.

Company Subsidiaries. As (a) The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.001 per share, and all of the date outstanding shares of this Agreement, common stock of Merger Sub are owned by the Company has Previously Disclosed a trueand are duly authorized, complete validly issued, fully paid and correct list nonassessable and free of preemptive rights. (b) The authorized share capital of Intermediate Holdco consists of an unlimited number of common shares, and all of the outstanding common shares of Intermediate Holdco are owned by the Company and are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. (c) The authorized capital stock of ECRC consists of 1,000,000 shares of common stock, par value $0.001 per share, and all of the outstanding shares of capital stock of ECRC are owned by Intermediate Holdco and are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. (d) All outstanding shares of capital stock or other voting or equity securities or interests of each entity in which Company Subsidiary (i) have been validly issued and are fully paid and nonassessable (except to the Companyextent such concepts are not applicable under applicable Laws of such Company Subsidiary’s jurisdiction of organization) and (ii) are owned by the Company or one of its wholly owned Subsidiaries, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any Lien (other than any restrictions imposed by applicable Laws) and all Liens. No free of preemptive rights, rights of first refusal, subscription rights or similar rights of any Person and free of transfer restrictions (other than transfer restrictions under applicable Laws or under the organizational documents of such Company Subsidiary). (e) There are no outstanding (i) securities of the Company or any of the Company Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting or equity security of securities or interests in any Company Subsidiary is or may be required (ii) warrants, calls, options or other rights to be issued by reason acquire from the Company or any of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating tothe Company Subsidiaries, or security any obligation of the Company or right convertible intoany of the Company Subsidiaries to issue, shares of any capital stock or other interest of such Company Subsidiaryvoting or equity securities or interests in, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its securities convertible into or exchangeable or exercisable for any capital stock or other interestvoting or equity securities or interests in, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankSubsidiary.

Company Subsidiaries. As (a) Each Company Subsidiary that is a corporation is duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation and has the requisite corporate power, authority and all necessary government approvals and licenses to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to have such corporate power, authority, government approvals or licenses would not, individually or in the aggregate, have a Company Material Adverse Effect. All outstanding shares of stock of each Company Subsidiary that is a corporation have been duly authorized, are validly issued, fully paid and nonassessable, and are not subject to any rights of first offer, rights of first refusal, tag-along rights or any other preemptive rights and are, except as disclosed in Section 3.02(a) of the Company Disclosure Letter, (i) 100% owned by the Company and/or another Company Subsidiary and (ii) owned free and clear of all Encumbrances, preemptive rights, call rights, assessments or other adverse interests of any kind or nature whatsoever. (b) Each Company Subsidiary that is a partnership, limited liability company, trust or other entity (including, without limitation, Company, L.P.) is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has the requisite power, authority and all necessary government approvals and licenses to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to have such power, authority, government approvals or licenses would not, individually or in the aggregate, have a Company Material Adverse Effect. All equity interests in each Company Subsidiary that is a partnership, limited liability company, trust or other entity have been duly authorized and are validly issued and are, except as disclosed in Section 3.02(b) of the Company Disclosure Letter, (i) 100% owned by the Company and/or another Company Subsidiary and (ii) owned free and clear of all Encumbrances, preemptive rights, call rights, assessments or other adverse interests of any kind or nature whatsoever. (c) Each Company Subsidiary is duly qualified or licensed to do business and is, where applicable, in good standing in each jurisdiction in which the nature of its business or the ownership, operation or leasing of its properties or the management of properties for others makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. (d) Except as set forth in Section 3.02(d) of the Company Disclosure Letter, there are no outstanding options, warrants or other rights to acquire ownership interests from or with respect to any Company Subsidiary. The Company has heretofore made available to Parent complete and correct copies of the charter, by-laws, partnership agreements, operating agreements or other organizational documents of each of the Company Subsidiaries, each as amended to date, and each such instrument or agreement is in full force and effect as of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements hereof. Section 3.02(d) of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions Disclosure Letter sets forth (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the i) all Company Subsidiaries and their respective jurisdictions of incorporation or organization, and (ii) each owner and the respective amount of such owner's equity interest in each Company Subsidiary. Except as Previously Disclosedset forth in Section 3.02(d) of the Company Disclosure Letter, the Company does not own beneficially or control, directly or indirectly, more than 5% of indirectly own any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interestPerson, or any option, warrant interest convertible into or right to purchase exchangeable or acquire exercisable for any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid equity or similar interests in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankother Person.

Company Subsidiaries. As Each of the date Subsidiaries (i) is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of this Agreementthe jurisdiction of its organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each other jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties and assets makes such qualification or licensing necessary, except, with respect to each of the clauses (i), (ii) and (iii), for any such failures to have such power and authority or to be so qualified or licensed or in good standing as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect. Section 3.3 of the Company has Previously Disclosed Disclosure Letter sets forth a true, correct and complete and correct list of each entity in which Subsidiary of the Company, directly the number and type of outstanding equity securities of each such Subsidiary and a true, correct and complete list of the holders thereof, and the jurisdiction of incorporation or indirectly, owns sufficient organization of each such Subsidiary. Each of the outstanding shares of capital stock or holds other equity securities of each of the Company’s Subsidiaries (i) is duly authorized, validly issued, fully paid and nonassessable, (ii) is not subject to, and was not issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the charter, by-laws or other organizational documents of such Subsidiary or any Contract to which such Subsidiary is a sufficient equity party or similar interest such that it is consolidated with otherwise bound, and (iii) is owned by the Company in the financial statements or another wholly owned Subsidiary of the Company free and clear of all security interests, liens, claims, pledges, Contracts, limitations in voting rights, charges, assignment, deposit arrangement, or has other encumbrances of any nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the power to elect a majority same economic effect as any of the board foregoing, but excluding with respect to Intellectual Property, non-exclusive licenses with customers entered into in the Ordinary Course of directors or other persons performing similar functions Business) (each, a “Company Subsidiary” and, collectively, the “Company SubsidiariesLiens”). Except There are no outstanding or authorized options, warrants, rights, Contracts or commitments to which the Company or any of its Subsidiaries is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any equity securities of any Subsidiary of the Company. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary of the Company. The Company Subsidiaries has made available to Parent true, correct and as Previously Disclosedcomplete copies of the charter, by-laws or other organizational documents of each Subsidiary of the Company. The Company does not own beneficially or control, directly or indirectly, more than 5% of or have any class of direct or indirect equity securities participation or similar interests of interest in, any corporation, bankpartnership, limited liability company, joint venture, trust or other business trust, association or similar organizationentity which is not a Subsidiary of the Company. Other than intercompany arrangements between the Company and its Subsidiaries, and neither the Company nor any of its Subsidiaries is notsubject to any obligation, directly contingent or indirectlyotherwise, to provide funds to or make any investment (in the form of a partner loan, capital contribution or otherwise) in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankPerson.

Company Subsidiaries. As (a) Each Company Subsidiary has been duly formed or organized, is validly existing under the Laws of its jurisdiction of incorporation or organization and has the organizational power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. Each of the date of this AgreementCompany Subsidiaries is duly licensed or qualified and in good standing (or equivalent status as applicable) as a foreign corporation (or other entity, the Company has Previously Disclosed a true, complete and correct list of if applicable) in each entity jurisdiction in which the Companyassets owned or leased by it or the character of its activities require it to be licensed or qualified or in good standing (or equivalent status as applicable), directly except where the failure to be so licensed or indirectlyqualified, owns sufficient capital stock individually or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of aggregate, has not had and would not be expected to have a Company Material Adverse Effect. (b) (i) the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its equity interests in the Company Subsidiaries in the manner set forth on Section 4.04(b) of the Company Disclosure Letter, in each Company Subsidiary case, free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws; (ii) all equity interests in the Company Subsidiaries have been duly authorized, validly issued, fully paid and non-assessable; and (iii) there are no outstanding options, warrants, convertible debt, other convertible instruments or other rights, agreements, preemptive rights, subscription rights, or similar rights, or arrangements or commitments of any and all Liens. No character (A) relating to the equity security of interests in the Company Subsidiaries or (B) obligating any Company Subsidiary is to issue, grant, extend or may be required to be issued by reason of enter into any such option, warrant, scripconvertible debt, preemptive other convertible instrument or other right, right to subscribe toagreement, gross-up right, call arrangement or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankcommitment.

Company Subsidiaries. As (a) All of the outstanding shares of capital stock or voting securities of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by a Company Subsidiary or by the Company and a Company Subsidiary (except, in the case of the Company Subsidiaries set forth on Section 5.02(a) of the Company Disclosure Letter, for de minimis equity interests held by another Person as required under applicable Law of jurisdictions outside the United States), free and clear of all Liens, excluding Permitted Liens, and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities Laws. Except as set forth in this Section 5.02(a), there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock or any securities of such Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, (y) any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from such Company Subsidiary, or any other obligation of such Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, such Company Subsidiary or (z) any rights issued by, or other obligations of, such Company Subsidiary that are linked in any way to the price of any class of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, the value of such Company Subsidiary or any part of such Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of or voting securities of, or other equity interests in, such Company Subsidiary. Section 5.02(a) of the Company Disclosure Letter contains a complete and accurate list as of the date of this AgreementAgreement of each of the Company Subsidiaries and their respective jurisdictions of organization. (b) Except for the capital stock and voting securities of, and other equity interests in, the Company has Previously Disclosed a trueSubsidiaries, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements none of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “any Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company Subsidiary owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or voting securities of, or other equity interests in, or any interest of such Company Subsidiaryconvertible into or exchangeable or exercisable for, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or voting securities of, or other interestequity interests in, any Person, in each case, other than securities held for investment by the Company or the Company Subsidiaries in the ordinary course of business. (c) Neither the Company nor any of its Subsidiaries (i) owns any share capital of, or any optionequity interest of any nature in, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts other Person, other than Subsidiaries of the Bank are insured Company or (ii) has agreed or is obligated to make, or is bound by the Federal Deposit Insurance Corporation (“FDIC”) any Contract under which it may become obligated to the fullest extent permitted by the Federal Deposit Insurance Actmake, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid any material future investment in connection therewith have been paid when due (after giving effect or material capital contribution to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankother Person.

Company Subsidiaries. As (a) Company owns all of the date issued and outstanding capital stock of this Agreementthe Bank, which is the only Subsidiary directly held by Company, and will own all of such shares as of the Closing Date. The Bank owns all of the issued and outstanding capital stock of Company Investments, which is the only Subsidiary of the Bank, and will own all of such shares as of the Closing Date (hereafter, the Subsidiaries of Company has Previously Disclosed are referred to collectively as, the "Company Subsidiaries" and singularly as a true, complete "Company Subsidiary"). Each Company Subsidiary and correct list the capitalization of each entity Company Subsidiary is set forth in which Schedule 4.07(a) of the Disclosure Schedule of Company. Except as set forth in Schedule 4.07(a) of the Disclosure Schedule of Company, neither Company nor any Company Subsidiary owns directly or indirectlyindirectly any debt or equity securities, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of proprietary interest in any class of equity securities or similar interests of any other corporation, bankjoint venture, business trustpartnership, entity, association or similar organization, and is not, directly or indirectly, a partner other business. Except as provided in any general partnership or party Section 55 of the National Bank Act with respect to any joint venture or similar arrangement. The Company owns, directly or indirectlythe Bank, all of its interests in the issued and outstanding shares of the capital stock of each Company Subsidiary free have been duly and clear validly authorized and issued, and are fully paid and non-assessable. None of the outstanding shares of capital stock of any and all LiensCompany Subsidiary are subject to any preemptive rights of the current or past stockholders of such Company Subsidiary. No equity security capital stock of any Company Subsidiary is or may be become required to be issued (other than to Company) by reason of any optionoptions, warrantwarrants, scrip, preemptive right, right rights to subscribe to, gross-up rightcalls, call or commitment commitments of any character whatsoever relating to, or security securities or right rights convertible intointo or exchangeable for, shares of any the capital stock or other interest of such Company Subsidiary, and there . There are no contracts, commitments, understandings or arrangements by which relating to the rights of Company or any Company Subsidiary is bound to issue additional vote or to dispose of shares of its the capital stock or other interest, or of any option, warrant or right to purchase or acquire any additional Company Subsidiary. All of the shares of its capital stockstock of any Company Subsidiary are owned free and clear of any claim, lien or encumbrance. (b) The Bank is a national banking association and is duly organized, validly existing and in good standing under the laws of the United States, and is duly qualified to do business and in good standing with the OCC and in each jurisdiction where the character of the properties owned or leased by it or the nature of the business transacted by it requires it to be so qualified, except where the failure to so qualify, either individually or in the aggregate, would not have a Material Adverse Effect on Company or the Bank. The Bank has the corporate power and authority necessary for it to own, operate or lease its assets, properties and business and to carry on its business substantially as they have been and are now being conducted. (c) The conversion of the Bank from mutual to stock form of organization and the concurrent holding company formation along with its conversion from a federal savings association to a national banking association (the "Conversion") was conducted and effectuated in accordance with all applicable laws, rules and regulations, and pursuant to all terms and conditions of applicable regulatory approvals. Neither Company, the Bank nor Company Investments incurred or is liable for any Tax liability as a result of the Conversion. The Bank is a member in good standing of the Federal Reserve Bank System. All eligible deposit accounts of issued by the Bank are insured by the Federal Deposit FDIC through the Savings Association Insurance Corporation (“FDIC”) Fund to the fullest full extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any under applicable extensions)laws. The Company beneficially owns has no Knowledge of any special assessments with respect to those deposits insured by the Savings Association Insurance Fund. The liquidation account established by the Bank in connection with the Conversion has been maintained since its establishment in accordance with applicable laws and the records with respect to said account are complete and accurate in all material respects. None of the outstanding capital securities of, and has sole control of, transactions contemplated by this Agreement would constitute a complete liquidation of the Bank so as to require the distribution of such liquidation account of the Bank to any existing or former savings or demand account holders of the Bank. (d) Company Investments is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and has all requisite power and authority, corporate, or otherwise, to own, operate and lease its assets, properties and businesses and to carry on its businesses substantially as they have been and are now being conducted. Company Investments holds all licenses and registrations and is duly qualified to do business and is in good standing in each jurisdiction where the character of the properties owned or leased by it or the nature of the business transacted by it requires that it be so qualified, except where the failure to so qualify would not have a Material Adverse Effect on Company, the Bank or Company Investments. (e) Except as previously disclosed herein or in the Disclosure Schedule of Company, Schedule 4.07(e) of the Disclosure Schedule of Company sets forth a true and complete list of all Affiliates of the Company, including all special purpose entities, limited purpose entities and qualified special purpose entities, in which Company or any Company Subsidiary or any officer or director of Company or any Company Subsidiary has an economic or management interest. Schedule 4.07(e) of the Disclosure Schedule of Company also sets forth a true and complete list of all material transactions, arrangements and other relationships between or among any such Affiliates, the Company, any Company Subsidiary and any officer or director of Company or any Company Subsidiary that are not reflected in the consolidated financial statements of Company (each, a "Company Off Balance Sheet Transaction"), along with the following information with respect to each such Company Off Balance Sheet Transaction: (i) the business purpose, activities, and economic substance; (ii) the key terms and conditions; (iii) the potential material risk to Company or any Company Subsidiary; (iv) the amount of any guarantee, line of credit, standby letter of credit or commitment or any other type of arrangement that could require Company or any Company Subsidiary to fund any obligations under any such transaction; and (v) any other information that would reasonably be expected to have a Material Adverse Effect on Company or any Company Subsidiary. (f) Schedule 4.07(f) of the Disclosure Schedule of Company lists all Intercompany Agreements. All Intercompany Agreements are in compliance with Federal Reserve Act Sections 23A and 23B and Federal Reserve Board Regulation W and all other applicable laws, rules and regulations.

Company Subsidiaries. As (a) Each Company Subsidiary is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all corporate or limited liability company powers and authority and all governmental licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Company Subsidiary is duly qualified to do business as a foreign corporation where such qualification is necessary, and is in good standing in each such jurisdiction, except for those jurisdictions where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Company Subsidiaries and their respective jurisdictions of incorporation are identified on Schedule 3.07. (b) Except as disclosed in Schedule 3.07, all of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list outstanding capital stock or other equity securities of each entity in which Company Subsidiary is owned by the Company, directly or indirectly, owns sufficient capital stock is duly authorized, validly issued, fully paid and nonassessable, free and clear of any Lien or holds a sufficient equity or similar interest such that it is consolidated with the Company preemptive rights. Except as disclosed in the financial statements Schedule 3.07, there are no outstanding (i) securities of the Company or has any Company Subsidiary convertible into or exchangeable for shares of capital stock or voting securities of any Company Subsidiary, (ii) options, warrants or other rights to acquire from the power to elect a majority Company or any Company Subsidiary, or other obligation of the board Company or any Company Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of directors or other persons performing similar functions any Company Subsidiary (each, a “Company Subsidiary” and, collectively, the items in clauses 3.07(b)(i) and 3.07(b)(ii) being referred to collectively as the “Company SubsidiariesSubsidiary Securities”). , (iii) obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any outstanding Company Subsidiary Securities or (iv) “phantom” stock or other commitments of such Company Subsidiary that provide any right to receive benefits similar to Company Subsidiary Securities. (c) Except for the Company Subsidiaries and as Previously Disclosedjoint venture agreements set forth in Schedule 3.11, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is the Company Subsidiaries do not, directly or indirectly, a partner in own any general partnership equity or party to similar interest in, or any interest convertible into or exchangeable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankPerson.

Company Subsidiaries. As (a) Section 4.3(a) of the Disclosure Schedule sets forth the name of each Subsidiary of the Company (each a “Company Subsidiary,” and together, the “Company Subsidiaries”), and, with respect to each Company Subsidiary, the jurisdiction in which it is incorporated or organized, the jurisdictions, if any, in which it is qualified to do business or is registered for Taxes of any kind, the number of shares of its authorized capital stock and the number and class of shares thereof duly issued and outstanding. Except for the Company Subsidiaries, the Company does not have any Subsidiaries, and the Company does not own or control, directly or indirectly, any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, or have any commitment or obligation to invest in, purchase any securities or obligations of, fund, guarantee, contribute or maintain the capital of or otherwise financially support any corporation, partnership, joint venture or other business association or entity. Each former Subsidiary of the Company that is no longer in existence has been duly dissolved in accordance with its charter documents and the laws of the jurisdiction of its incorporation or organization and there are no outstanding Liabilities, including Taxes, with respect to any such entity. (b) Each Company Subsidiary is a duly organized and validly existing corporation, partnership or other entity in good standing under the laws of the jurisdiction of its incorporation or organization and is duly qualified or authorized to do business as a foreign corporation or entity and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where any failure to be so qualified, authorized or in good standing, individually or in the aggregate, has not had and would not have a Material Adverse Effect. Each Company Subsidiary has all requisite corporate or entity power and authority to own, lease, and operate its properties, as applicable, and to carry on its business as currently conducted. All outstanding shares of stock of each Company Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable and not subject to preemptive rights created by statute, the charter documents or bylaws of such Company Subsidiary, or any agreement to which such Company Subsidiary is a party or by which it is bound, and have been offered, issued and sold in compliance with all applicable Legal Requirements. All of the outstanding shares of capital stock of each Company Subsidiary are owned of record and beneficially by the Company free and clear of any and all Liens. (c) There are no subscriptions, options, warrants, calls, rights (contingent or otherwise), commitments or agreements of any character, written or oral, to which the Company or any Company Subsidiary is a party or by which it is bound obligating a Company Subsidiary (or the Company to cause a Company Subsidiary) to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of any Company Subsidiary or obligating any Company Subsidiary to grant, extend, change the price of, otherwise amend or enter into any such subscription, option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Company Subsidiaries. Neither the Company nor any Company Subsidiary has agreed or is obligated to make any future investment in or capital contribution to any Person. (d) Prior to the date of this Agreement, the Company has Previously Disclosed a furnished to Parent true, complete and correct list copies of the charter and bylaws or similar organizational documents of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity Company Subsidiary. Each such charter and bylaws or similar interest such that it organizational document is consolidated with the in full force and effect and no Company Subsidiary is in the financial statements violation of any provision of its charter, bylaws or other organizational or governing documents. Section 4.3(d) of the Company or has Disclosure Schedule lists the power to elect a majority directors and officers of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts as of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankdate hereof.

Company Subsidiaries. As (a) The Company’s direct and indirect Subsidiaries, together with their jurisdiction of the date of this Agreementincorporation or organization, the Company has Previously Disclosed a trueas applicable, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements are listed on Schedule ‎4.2‎(a) of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions Disclosure Letter (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each the outstanding equity securities of the Company Subsidiary Subsidiaries, free and clear of all Liens (other than Permitted Liens). Except for the Company Subsidiaries, the Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and all Liens. No equity security has not agreed and is not obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. (b) Each Company Subsidiary is duly incorporated, formed or may organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of its jurisdiction of incorporation, formation or organization and has the requisite corporate, limited liability company or equivalent power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except as would not, individually or in the aggregate, reasonably be required expected to be issued by reason material to the Group Companies, taken as a whole. Each Company Subsidiary is duly qualified to do business in each jurisdiction in which the conduct of its business, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Complete and correct copies of the Governing Documents of each Significant Company Subsidiary, as amended and currently in effect, have been made available to SPAC. No Company Subsidiary is in violation of any of the provisions of its Governing Documents in any material respect. (c) All issued and outstanding shares of capital stock, limited liability company interests and equity interests of each Company Subsidiary (i) have been duly authorized, validly issued, fully paid and are non-assessable (in each case, to the extent that such concepts are applicable), (ii) are not subject to, nor have been issued in violation of, any purchase option, warrantcall option, scripright of first refusal, preemptive right, subscription right to subscribe toor any similar right and (iii) have been offered, gross-up rightsold and issued in compliance with applicable Legal Requirements and the applicable Company Subsidiary’s respective Governing Documents. (d) There are no subscriptions, call options, warrants, equity securities, partnership interests or commitment similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by to which any Company Subsidiary is a party or by which it is bound obligating such Company Subsidiary to issue additional shares of its capital stock issue, deliver or other interestsell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any ownership interests of such Company Subsidiary or obligating such Company Subsidiary to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant warrant, equity security, call, right, commitment or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankagreement.

Company Subsidiaries. As (a) Each subsidiary of the date Company (A) is duly organized, is validly existing and (where applicable) in good standing under the laws of this Agreementits jurisdiction of organization or formation, (B) has all requisite organizational or similar power and authority to own, lease and operate its properties and assets and to conduct its business as presently conducted, and (C) is duly qualified or licensed to do business as a foreign company and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. The subsidiaries of the Company are set forth on Section 3.03(a) of the Disclosure Letter. (b) Section 3.03(b) sets forth all of the issued and outstanding capital stock of or other voting securities of, or ownership interests in, each subsidiary of the Company (collectively, the “Company has Previously Disclosed a true, complete and correct list of each entity in which the Subsidiary Securities”). The Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements all of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries issued and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each outstanding Company Subsidiary Securities free and clear of any and all Lien, other than Permitted Liens. No equity security The Company Subsidiary Securities are duly authorized, validly issued, fully paid and nonassessable, and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law or the Organizational Documents of the applicable subsidiary of the Company. There are not any options, warrants, “put” or “call” rights, subscription or other rights (including preemptive rights or rights of first offer or refusal), convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements, profit participation or similar rights with respect to capital stock of or other equity, voting interest or undertakings of any kind to which the Company Subsidiary or any subsidiary thereof is a party or may be required by which it is bound (i) obligating any subsidiary of the Company to issue, deliver, sell, transfer, redeem or otherwise acquire or cause to be issued by reason issued, delivered, sold, transferred, redeemed or otherwise acquired, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, such subsidiary or (ii) obligating any subsidiary of the Company to issue, grant, extend or enter into any such option, warrant, scrip, preemptive right, right to subscribe tosecurity, gross-up rightunit, call commitment, Contract, arrangement or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there undertaking. There are no contracts, commitments, understandings Contracts to which the Company or arrangements by which any subsidiary thereof is a party with respect to the voting of the Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankSecurities.

Company Subsidiaries. As of the date of this Agreement, the The Company has Previously Disclosed delivered to the Investor a true, complete and correct list of all of the Company Subsidiaries. As of the Closing after giving effect to the Restructuring, all shares of the outstanding capital stock of each entity in which such Company Subsidiary will be owned directly or indirectly by the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of all liens, encumbrances, equities or claims (“Liens”) (other than restrictions on transfer which arise under applicable Law). All of the issued shares of capital stock of each Company Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. None of the shares of capital stock of the Company Subsidiaries were issued in violation of preemptive or other similar rights of any and all Liensstockholder. No Except for transfers to effect the Restructuring or as expressly provided in this Agreement or the Transaction Documents, no equity security of any of the Company Subsidiary Subsidiaries is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and and, other than statutory rights of regulators to acquire or obtain control of insurance entities, none of which rights have been exercised, there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other intereststock, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts Each Company Subsidiary has been duly organized and is validly existing as a corporation or other entity in good standing under the laws of the Bank are insured jurisdiction of its incorporation or organization, has corporate or other power and authority to own, lease and operate its properties and to conduct its business in all material respects and is duly qualified as a foreign corporation or other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the Federal Deposit Insurance Corporation (“FDIC”) ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not have or reasonably be expected to have, individually or in the fullest extent permitted by aggregate, a Material Adverse Effect on the Federal Deposit Insurance ActCompany. Except in respect of the Company Subsidiaries, the Company will not own beneficially, directly or indirectly, as amendedof the Pricing Date, more than 5% of any class of equity securities or similar interests of any corporation, association, business entity or similar organization, and the rules and regulations of the FDIC thereunderis not, and all premiums and assessments required to be paid directly or indirectly, a partner in connection therewith have been paid when due (after giving effect any partnership or party to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankjoint venture.

Company Subsidiaries. As (a) The Company’s direct and indirect Subsidiaries, together with their jurisdiction of the date of this Agreementincorporation or organization, the Company has Previously Disclosed a trueas applicable, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements are listed on Schedule 4.2(a) of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions Disclosure Letter (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each the outstanding equity securities of the Company Subsidiary Subsidiaries, free and clear of all Liens (other than Permitted Liens). Except for the Company Subsidiaries, the Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and all Liens. No equity security has not agreed and is not obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. (b) Each Company Subsidiary is duly incorporated, formed or may organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of its jurisdiction of incorporation, formation or organization and has the requisite corporate, limited liability company or equivalent power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except as would not, individually or in the aggregate, reasonably be required expected to be issued by reason material to the Group Companies, taken as a whole. Each Company Subsidiary is duly qualified to do business in each jurisdiction in which the conduct of its business, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Complete and correct copies of the Governing Documents of each Company Subsidiary, as amended and currently in effect, have been made available to Parent. No Company Subsidiary is in violation of any of the provisions of its Governing Documents. (c) All issued and outstanding shares of capital stock and equity interests of each Company Subsidiary (i) have been duly authorized, validly issued, fully paid and are non-assessable (in each case, to the extent that such concepts are applicable), (ii) are not subject to, nor have been issued in violation of, any purchase option, warrantcall option, scripright of first refusal, preemptive right, subscription right to subscribe toor any similar right and (iii) have been offered, gross-up rightsold and issued in compliance with Applicable Legal Requirements and their respective Governing Documents. (d) Other than as set forth on Schedule 4.2(d) of the Company Disclosure Letter, call there are no subscriptions, options, warrants, equity securities, partnership interests or commitment similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by to which any Company Subsidiary is a party or by which it is bound obligating such Company Subsidiary to issue additional shares of its capital stock issue, deliver or other interestsell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any ownership interests of such Company Subsidiary or obligating such Company Subsidiary to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant warrant, equity security, call, right, commitment or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankagreement.

Company Subsidiaries. As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. 1) (A) The Company owns, directly or indirectly, all the outstanding capital stock and equity of each of its interests in each Company Subsidiary Subsidiaries free and clear of any and all Liens (other than Permitted Liens. No ); (B) no capital stock or equity security of any Company Subsidiary is of the Company’s Subsidiaries are or may be become required to be issued (other than to the Company or its wholly owned Subsidiaries) by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call Right or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and otherwise; (C) there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary of the Company’s Subsidiaries is bound to issue additional shares of its sell or otherwise transfer any capital stock or equity of any such Subsidiaries (other interestthan to the Company or its wholly owned Subsidiaries); (D) there are no contracts, commitments, understandings or arrangements relating to the Company’s rights to vote or to dispose of the capital stock or equity of any of its Subsidiaries; and (E) all the capital stock and equity interests of each Subsidiary held by the Company or its Subsidiaries (i) have been duly authorized and are validly issued and outstanding, fully paid and nonassessable and not subject to or issued in violation of any preemptive right, purchase option, call option, right of first refusal, subscription right or any optionsimilar right under any provision of the DGCL, warrant such Subsidiary’s Constituent Documents or right any contract or commitment to purchase which such Subsidiary is a party or acquire any additional shares otherwise bound, and (ii) were issued in material compliance with all applicable Laws, including federal and state securities laws. (2) Each of the Company’s Subsidiaries has been duly organized and is validly existing and in good standing under the Laws of the jurisdiction of its capital stock. The deposit accounts organization and is duly qualified and licensed to do business and is in good standing in all jurisdictions where its ownership, leasing or operation of property or assets or its conduct of business requires it to be so qualified or licensed, except where the failure to be in good standing or to be so qualified or licensed has not had, and would not reasonably be expected to have, a Material Adverse Effect with respect to the Company. (3) Other than with respect to the Subsidiaries listed on Section 3.01(f)(3) of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control ofDisclosure Schedule, the BankCompany does not directly or indirectly own any securities or beneficial ownership interests in any other Person (including through joint ventures or partnership arrangements) or have any investment in any other Person.

Company Subsidiaries. As (a) The Company’s direct and indirect Subsidiaries, together with their jurisdiction of the date of this Agreementincorporation or organization, the Company has Previously Disclosed a trueas applicable, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements are listed on Schedule 4.2(a) of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions Disclosure Letter (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each the outstanding equity securities of the Company Subsidiary Subsidiaries, free and clear of all Liens (other than Permitted Liens). Except for the Company Subsidiaries, the Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and all Liens. No equity security has not agreed and is not obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. (b) Each Company Subsidiary is duly incorporated, formed or may organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of its jurisdiction of incorporation, formation or organization and has the requisite corporate, limited liability company or equivalent power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except as would not, individually or in the aggregate, reasonably be required expected to be issued by reason material to the Group Companies, taken as a whole. Each Company Subsidiary is duly qualified to do business in each jurisdiction in which the conduct of its business, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Complete and correct copies of the Governing Documents of each Significant Company Subsidiary, as amended and currently in effect, have been made available to Parent. No Company Subsidiary is in violation of any of the provisions of its Governing Documents. (c) All issued and outstanding shares of capital stock and equity interests of each Company Subsidiary (i) have been duly authorized, validly issued, fully paid and are non-assessable (in each case to the extent that such concepts are applicable), (ii) are not subject to, nor have been issued in violation of, any purchase option, warrantcall option, scripright of first refusal, preemptive right, subscription right to subscribe toor any similar right and (iii) have been offered, gross-up rightsold and issued in compliance with Applicable Legal Requirements and the applicable Company Subsidiary’s respective Governing Documents. (d) There are no subscriptions, call options, warrants, equity securities, partnership interests or commitment similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by to which any Company Subsidiary is a party or by which it is bound obligating such Company Subsidiary to issue additional shares of its capital stock issue, deliver or other interestsell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any ownership interests of such Company Subsidiary or obligating such Company Subsidiary to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant warrant, equity security, call, right, commitment or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankagreement.

Company Subsidiaries. As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”,” and upon the consummation of the Merger Transactions, the Surviving Bank and each entity specified in Part II of Section 2.2(b) of the Disclosure Schedules will be deemed a Company Subsidiary). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As (a) Section 5.2(a) of the date Company Disclosure Letter sets forth the name of this Agreementeach Subsidiary owned (whether directly or indirectly) by the Company (collectively, the "Company Subsidiaries") and the state or jurisdiction of its organization. Each Company Subsidiary is a corporation, limited liability company or partnership, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate, limited liability company or partnership power and authority, as the case may be, to own, lease and operate its properties and to carry on its business as is now being conducted. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so licensed, qualified and in good standing has not had and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has Previously Disclosed a true, delivered or made available to Parent or Merger Sub complete and correct list copies of the Constituent Documents of each entity of the Company Subsidiaries, as amended and in which effect on the Companydate hereof. (b) The Company is, directly or indirectly, owns sufficient the record and beneficial owner of all of the outstanding shares of capital stock or holds a sufficient other equity or similar interest such that it is consolidated with the Company in the financial statements interests of each of the Company or has the power to elect a majority Subsidiaries. All of the board of directors or such shares and other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for equity interests so owned by the Company Subsidiaries are validly issued, fully paid and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, nonassessable and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary are owned free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, Encumbrances other than Permitted Encumbrances. (c) Other than shares of any capital stock or other interest equity interests of such the Company SubsidiarySubsidiaries, and there are no contracts, commitments, understandings or arrangements by which neither the Company nor any Company Subsidiary is bound to issue additional owns any shares of its capital stock or other interest, or equity interests in any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankentity.

Company Subsidiaries. As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements Section 4.2 of the Company or has the power to elect a majority Disclosure Letter lists each of the board Company’s direct and indirect Subsidiaries, together with their jurisdiction of directors incorporation or organization, as applicable, all jurisdictions in which they are so qualified to conduct business and all names other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”)than their legal names under which they do business. Except for as set forth on Section 4.2 of the Company Subsidiaries and as Previously DisclosedDisclosure Letter, the Company does not own beneficially or controlnot, and has never, directly or indirectlyindirectly own or hold any equity or other securities (whether equity or debt), more than 5% of any class of equity securities interests, investments, participations, options, warrants or similar rights in any Person (including securities convertible into or exchangeable for interests in any other Person). Each of any corporationthe Company’s Subsidiaries is duly incorporated or organized (as applicable), bankvalidly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (as applicable) and, except as would not be material to such Subsidiary, has all requisite power and authority to own, lease and operate its assets, rights and properties and to carry on its business trustas it is now being conducted. Each of the Company’s Subsidiaries is duly licensed, association qualified to do business and in good standing in each jurisdiction in which the ownership of its property or similar organizationassets or the character of its activities requires it to be so licensed, and is qualified or in good standing, except where the failure to be so licensed or qualified or in good standing would not, directly individually or indirectlyin the aggregate, a partner reasonably be expected to be material to such Subsidiary. Complete and correct copies of the Governance Documents (or other comparable instruments relating to governance with different names) of each of the Company’s Subsidiaries as amended and currently in effect, have been made available to Parent or its representatives. None of the Company’s Subsidiaries is in violation in any general partnership material respect of its Governance Documents. Section 4.2 of the Company Disclosure Letter lists all of the issued and outstanding, or party to any joint venture served for issuance, shares, securities, options, warrants, participations, purchase rights, conversion rights, exchange rights, interest (whether equity or debt) or other similar arrangement. The Company owns, directly or indirectlyrights of each of the Company’s Subsidiaries, all of its interests in each which (i) are held and beneficially owned by the Company Subsidiary free and clear of any all Liens (other than Liens arising pursuant to applicable securities laws), (ii) have been duly authorized and all Liens. No equity security validly issued and are fully paid and nonassessable, (iii) have not been issued in violation of any Company Subsidiary is preemptive or may be required to be similar rights, and (iv) have been issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest in compliance with applicable Law and the Governance Documents of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As (a) Each of the Company’s Subsidiaries, together with the jurisdiction of organization or formation of each such Subsidiary, as of the date of this Agreement, is set forth in Section 4.03(a) of the Company has Previously Disclosed a true, complete and correct list of each entity in which Disclosure Letter. Other than the Company’s Subsidiaries, the Company does not own, directly or indirectly, owns sufficient any membership interest, partnership interest, joint venture interest, other equity interest, or any other capital stock of any Person. Each of the Company’s Subsidiaries is a corporation, limited liability company or holds other organization that is duly incorporated or organized, validly existing and, to the extent applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so incorporated or organized, existing, and in good standing or to have such power and authority as would not reasonably be expected to have, individually or in the aggregate, a sufficient equity Company Material Adverse Effect. Each of the Company’s Subsidiaries has in all material respects the requisite corporate, limited partnership, limited liability company or similar interest such that power and authority to own, lease, and operate its properties and assets and to carry on its business as it is consolidated with now being conducted. Each of the Company Company’s Subsidiaries is in all material respects duly qualified or licensed to do business and in good standing in each jurisdiction where the financial statements character of the properties owned, leased, or operated by it or the conduct or nature of its business makes such qualification or licensing necessary. (b) Other than as set forth in Section 4.03(b) of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously DisclosedDisclosure Letter, the Company does not own beneficially or controlis, directly or indirectly, more than 5% the record and beneficial owner of any class all of the outstanding shares of capital stock or other equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner each of its Subsidiaries. Other than as set forth in any general partnership or party to any joint venture or similar arrangement. The Section 4.03(b) of the Company owns, directly or indirectlyDisclosure Letter, all of its such shares and other equity interests in each so owned by the Company Subsidiary are validly issued, fully paid, and nonassessable and are owned by it free and clear of any and all Liens. No equity security Liens or limitations on voting rights (other than Liens imposed by applicable federal or state securities Laws, or arising pursuant to the certificate or articles of incorporation, bylaws, articles of organization, or limited liability company agreement (or comparable organizational documents), as applicable, of any Company Subsidiary is or may be required to be issued by reason of any optionnon-wholly-owned Subsidiary of the Company), warrantare free of preemptive rights and were issued in compliance in all material respects with applicable securities Law. There are no subscriptions, scripoptions, preemptive rightwarrants, right to subscribe tocalls, gross-up rightrights, call convertible securities, or commitment other agreements or commitments of any character whatsoever relating toto the issuance, transfer, sales, delivery, voting or redemption (including any rights of conversion or exchange under any outstanding security or right convertible into, shares other instrument) for any of any the capital stock or other interest equity interests of, or other ownership interests in, any Subsidiary of such Company Subsidiary, and there the Company. There are no contractsagreements requiring the Company or any of its Subsidiaries to make contributions to the capital of, commitmentsor lend or advance funds to, understandings any Subsidiary of the Company or arrangements by which any other Person that are material to the Company and its Subsidiaries, taken as a whole. (c) Other than as set forth in Section 4.03(c) of the Company Disclosure Letter, no Subsidiary of the Company has any legal or beneficial ownership interest in any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankShares.

Company Subsidiaries. As (a) Schedule 4.2(a) of the date of this Agreement, the Company has Previously Disclosed a true, Disclosure Schedules sets forth an accurate and complete and correct list of each entity in which Company Subsidiary, together with (i) the Companyjurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary, (ii) the type and percentage of interests held, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with by the Company in each Company Subsidiary and (iii) the financial statements names and type of and percentage interests held by any Person other than the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary in each Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the The Company does not own beneficially or control, (directly or indirectly) or hold the right to acquire any shares, more than 5% of stock, partnership interest or joint venture interest or other equity or voting interest in, or any class of equity securities or similar interests of any corporationobligations convertible into or exchangeable for shares, banksecurities or interests, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. other Person. (b) The Company owns, directly or indirectly, of record and beneficially, all of its shares, capital stock and other equity interests in each of the Company Subsidiary Subsidiaries, free and clear of any all Liens (other than Permitted Liens and Liens arising under applicable Securities Laws), and all Lienssuch shares, capital stock and other equity interests are validly issued, fully paid and non-assessable (to the extent such concept is applicable to such shares, capital stock and other equity interests). No equity security of any Each Company Subsidiary is duly incorporated, formed or may be required organized, validly existing and in good standing (or its equivalent, if applicable) under the applicable Laws of its jurisdiction of incorporation, formation or organization, and has all requisite corporate (or comparable) power and authority to own, lease or operate its properties and assets and to carry on its businesses as currently conducted. (c) Each Company Subsidiary is qualified to do business and is in good standing (or its equivalent, if applicable) in every jurisdiction in which its ownership or lease of property or assets or the conduct of business as currently conducted requires it to qualify, except where the failure to be issued by reason so qualified would not reasonably be expected, individually or in the aggregate, to be material to the Company and the Company Subsidiaries, taken as a whole. The copies of any optionthe organizational documents, warrantcertificate of incorporation (as applicable), scrip, preemptive right, right to subscribe to, grossby-up right, call laws or commitment similar governing documents of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such each Company Subsidiary, and there are no contractsas in effect on the Agreement Date (collectively, commitmentsthe “Company Subsidiaries Organizational Documents”), understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured previously made available by the Federal Deposit Insurance Corporation Company to Otonomo, (“FDIC”i) to the fullest extent permitted by the Federal Deposit Insurance Actare true, as amended, correct and the rules complete and regulations (ii) are in full force and effect. None of the FDIC thereunder, and all premiums and assessments required to be paid Company Subsidiaries are in connection therewith have been paid when due (after giving effect to default or in violation of any applicable extensions). The provision of their respective Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankSubsidiaries Organizational Documents.

Company Subsidiaries. As (a) Each Company Subsidiary is a corporation, partnership or limited liability company, duly incorporated, formed or organized, as the case may be, validly existing and in good standing under the laws of its jurisdiction of incorporation, formation or organization, as the case may be, and has all corporate or other similar powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Company Subsidiary is duly qualified to do business as a foreign corporation, partnership or limited liability company and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the date of this Agreementoutstanding capital stock of, the or other voting securities or ownership interests in, each Company has Previously Disclosed a true, complete and correct list of each entity in which Subsidiary are owned by the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any Lien (except for any Liens under the Parent Credit Agreement) and all Liensfree of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests other than restrictions imposed by law or by the Shareholders Agreement). No equity security All of the outstanding shares of capital stock of each Company Subsidiary have been validly issued and are fully paid and non-assessable. There are no outstanding (i) securities of any Company Subsidiary is convertible into or may be required exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (ii) options or other rights to be issued by reason acquire from any Company Subsidiary, or other obligation of any optionCompany Subsidiary to issue, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiaryvoting securities or ownership interests in, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its securities convertible into or exchangeable for any capital stock or other interestvoting securities or ownership interests in, any Company Subsidiary (the items in clauses (i) and (ii) above being referred to collectively as the "COMPANY SUBSIDIARY SECURITIES"). There are no outstanding obligations of the Company or any optionCompany Subsidiary to repurchase, warrant redeem or right to purchase or otherwise acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankSubsidiary Securities.

Company Subsidiaries. As (a) Each of the date Company’s Subsidiaries, together with the jurisdiction of this Agreement, the Company has Previously Disclosed a true, complete and correct list organization or formation of each entity such Subsidiary, is set forth in which Section 4.03(a) of the Disclosure Schedule. Other than the Company, directly ’s Subsidiaries or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company as otherwise set forth in the financial statements Section 4.03(a) of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously DisclosedDisclosure Schedule, the Company does not own beneficially or control, directly or indirectly, more than 5% any membership interest, partnership interest, joint venture interest, any capital stock or any other equity interest or any other capital stock of any class Person. Each of equity securities the Company’s Subsidiaries is a corporation, partnership, limited liability company, trust or other organization that is duly incorporated or organized, validly existing and, to the extent applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization. Each of the Company’s Subsidiaries has the requisite corporate, limited partnership, limited liability company or similar interests power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted. Each of any corporation, bank, the Company’s Subsidiaries is duly qualified or licensed to do business trust, association or similar organization, and is notin good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the conduct or nature of its business makes such qualification or licensing necessary, except for jurisdictions in which the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company is, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, the record and beneficial owner of all of the outstanding shares of capital stock or other equity interests of each of its Subsidiaries. All of such shares and other equity interests in each so owned by the Company Subsidiary are validly issued, fully paid and nonassessable and are owned by it free and clear of any Liens or limitations on voting rights, are free of rights of first refusal and preemptive rights and were issued in compliance with all Liens. No equity security applicable rights of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scripfirst refusal, preemptive rightrights and applicable Law. There are no subscriptions, right to subscribe tooptions, gross-up rightwarrants, call calls, rights, convertible securities or commitment other agreements or commitments of any character whatsoever relating toto the issuance, transfer, sales, delivery, voting or redemption (including any rights of conversion or exchange under any outstanding security or right convertible into, shares other instrument) for any of any the capital stock or other interest equity interests of, or other ownership interests in, any Subsidiary of such Company Subsidiary, and there the Company. There are no contracts, commitments, understandings agreements requiring the Company or arrangements by which any Company Subsidiary is bound to issue additional shares of its Subsidiaries to make contributions to the capital stock or other interestof, or lend or advance funds to, any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts Person (other than a Subsidiary of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensionsCompany). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously DisclosedSubsidiaries, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and and, except as Previously Disclosed, is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As Schedule 2.1(d) sets forth, as of the date of this Agreement, each Subsidiary of the Company has Previously Disclosed a trueand its jurisdiction of organization or formation. All issued and outstanding shares of capital stock, complete and correct list limited liability company interests or Equity Interests (as applicable) of each entity of the Company’s Subsidiaries are (i) duly authorized, validly issued, fully paid and (in the case of any Subsidiary which is a corporation) nonassessable, and (ii) owned beneficially and of record directly or indirectly by the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any all Encumbrances, except for restrictions on transfer under state and federal securities Laws. Each such Subsidiary of the Company is duly organized or formed, validly existing and, to the extent such concept is recognized, in good standing under the Laws of the jurisdiction of its organization or formation. Each Subsidiary of the Company is qualified or otherwise authorized to act as a foreign entity and, to the extent such concept is recognized, is in good standing under the Laws of every other jurisdiction in which such qualification or authorization is necessary under applicable Law, except where the failure to be so qualified or otherwise authorized or in good standing would not reasonably be expected to have a Material Adverse Effect. Each Subsidiary of the Company has all Liensrequisite corporate, limited liability company or other entity (as applicable) power and authority to own, lease, use and operate its property and assets and to carry on its business as now conducted. No equity security There are no (i) authorized or outstanding securities of any Company Subsidiary is of the Subsidiaries convertible into or may be required to be issued by reason of exchangeable for, no options or warrants, or other rights, arrangements, agreements or commitments giving any option, warrant, scrip, preemptive right, Person any right to subscribe to, gross-up right, call for or commitment of any character whatsoever relating toacquire from, or security providing for the issuance or right convertible intosale of, shares of any capital stock or other ownership interest in, or any other securities of, or Equity Interest of, any Subsidiary, (ii) voting trusts, proxies or other agreements among the Subsidiaries’ stockholders with respect to the voting, acquisition, disposition, registration or transfer of such the Subsidiaries’ capital stock or other ownership interest or Equity Interest, or (iii) outstanding obligations of any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests or Equity Interest in any Subsidiary or to provide funds to, or make any investment in any other Person. There are no outstanding or authorized stock or equity appreciation rights, phantom stock rights, or other phantom equity related instruments, profit participation or similar rights with respect to any Subsidiary. The Company Subsidiaryhas made available to Parent true, correct and complete copies of the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of each of its Subsidiaries, in each case in full force and effect as of the date of this Agreement. The Company’s Subsidiaries are not in material violation of their respective organizational or governing documents. Other than with respect to the Subsidiaries of the Company, the Company and its Subsidiaries do not own or hold the right to acquire any equity securities, or voting interests (including voting debt) of, or securities exchangeable or exercisable therefor, or investments in, any other Person. Other than as set forth in Section 2.1(c), in Schedule 2.1(c) or, after the date hereof, to the extent expressly permitted by Section 4.1, no Subsidiary has issued or outstanding Equity Interests, and there are no contractsagreements, commitmentsoptions, understandings warrants, convertible or exchangeable securities, preemptive rights, repurchase rights, calls, rights of first refusal, rights of first offer, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, equity-based compensation or other commitments or other rights or arrangements by existing or outstanding to which any Company Subsidiary is bound to issue additional shares a party that provide for the sale or issuance of its capital stock any Equity Interests of any Subsidiary or other interestany securities that are convertible into, or exercisable or exchangeable for, or giving any option, warrant or Person a right to purchase subscribe for or acquire acquire, any additional shares Equity Interests of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amendedany Subsidiary, and the rules and regulations of the FDIC thereunderno securities or obligations evidencing such rights are authorized, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankissued or outstanding.

Company Subsidiaries. As (a) The Company’s direct and indirect Subsidiaries, together with their jurisdiction of the date of this Agreementincorporation or organization, the Company has Previously Disclosed a trueas applicable, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements are listed on Schedule 3.4(a) of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions Disclosure Letter (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each the outstanding equity securities of the Company Subsidiary Subsidiaries, free and clear of all Liens (other than Permitted Liens). Except for the Company Subsidiaries, the Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and all Liens. No equity security has not agreed and is not obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. (b) Each Company Subsidiary is duly incorporated, formed or may organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of its jurisdiction of incorporation, formation or organization and has the requisite corporate, limited liability company or equivalent power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except as would not, individually or in the aggregate, reasonably be required expected to be issued by reason material to the Group Companies, taken as a whole. Each Company Subsidiary is duly qualified to do business in each jurisdiction in which the conduct of its business, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Complete and correct copies of the Governing Documents of each Significant Company Subsidiary, as amended and currently in effect, have been made available to Parent. No Company Subsidiary is in violation of any of the provisions of its Governing Documents. (c) All issued and outstanding shares of capital stock and equity interests of each Company Subsidiary (i) have been duly authorized, validly issued, fully paid and are non-assessable (in each case to the extent that such concepts are applicable), (ii) are not subject to, nor have been issued in violation of, any purchase option, warrantcall option, scripright of first refusal, preemptive right, subscription right to subscribe toor any similar right and (iii) have been offered, gross-up rightsold and issued in compliance with Legal Requirements and the applicable Company Subsidiary’s respective Governing Documents. (d) There are no subscriptions, call options, warrants, equity securities, partnership interests or commitment similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by to which any Company Subsidiary is a party or by which it is bound obligating such Company Subsidiary to issue additional shares of its capital stock issue, deliver or other interestsell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any ownership interests of such Company Subsidiary or obligating such Company Subsidiary to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant warrant, equity security, call, right, commitment or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankagreement.

Company Subsidiaries. As (a) The Company’s direct and indirect Subsidiaries and participations in joint ventures and other entities, together with their state of the date of this Agreementincorporation or formation, the Company has Previously Disclosed a trueas applicable, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements are listed on Schedule 4.2(a) of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions Disclosure Letter (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). The Company owns all of the outstanding equity securities of the Company Subsidiaries, free and clear of all Liens. Except for the Company Subsidiaries and as Previously DisclosedSubsidiaries, the Company does not own beneficially or controlown, directly or indirectly, more than 5% any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any class nature, as of equity securities the date hereof or similar interests as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. (b) Each Company Subsidiary that is a corporation is duly incorporated, validly existing and in good standing under the laws of any corporationits state of incorporation and has the requisite corporate power and authority to own, banklease and operate its assets and properties and to carry on its business as it is now being conducted, business trust, association or similar organization, and is except where the failure to have such Approvals could not, directly individually or indirectlyin the aggregate, reasonably be expected to have a partner Material Adverse Effect on the Company. Each Company Subsidiary that is a limited liability company is duly organized or formed, validly existing and in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all good standing under the laws of its interests state of organization or formation and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to have such Approvals could not, individually or in each Company Subsidiary free and clear of any and all Liensthe aggregate, reasonably be expected to have a Material Adverse Effect on the Company. No equity security of any Each Company Subsidiary is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or may lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be required expected to be issued by reason have a Material Adverse Effect on the Company. Complete and correct copies of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment the Charter Documents of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such each Company Subsidiary, as amended and there are no contractscurrently in effect, commitments, understandings have been heretofore delivered or arrangements by which any made available to Parent or Parent’s counsel. No Company Subsidiary is bound to issue additional shares in violation of any of the provisions of its capital stock Charter Documents. (c) No Company Subsidiary is qualified or other interestlicensed to do business as a foreign entity in any jurisdiction. (d) Copies of the company records of each Company Subsidiary, or any option, warrant or right to purchase or acquire any additional shares including all minutes of meetings and consents in lieu of meetings of its capital stock. The deposit accounts board of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Actmanagers and members, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect heretofore delivered or made available to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankParent or Parent’s counsel.

Company Subsidiaries. As (a) Company has no Company Subsidiaries and no equity investment or other interest in, nor has Company made advances or loans to, any corporation, company, association, partnership, joint venture or other entity, except as set forth in the Disclosure Schedule. (b) The Disclosure Schedule sets forth (i) the capital stock of each direct and indirect Company Subsidiary of Company (including without limitation every Subsidiary of a Company Subsidiary) and the percentage of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list outstanding capital stock of each entity Company Subsidiary directly or indirectly held by Company; (ii) the nature and amount of any such equity investment, other interest or advance; and (iii) the names and addresses of every person who holds equity or other interests in which each Subsidiary and the Companyamount of such interest in each Subsidiary and the amount of such interest held by each such person; no other persons hold any direct or indirect interest in any Subsidiary. Stockholder holds no direct or indirect interests in any Company Subsidiary other than through his ownership of Company Shares. (c) All of the interests in Company Subsidiaries directly or indirectly held by Company have been duly authorized and validly issued and are outstanding, directly fully paid and nonassessable. Company directly, or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest all such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary such the direct or indirect Subsidiaries free and clear of all Encumbrances. (d) No shares of capital stock of any and all LiensSubsidiary have been reserved for any purpose. No equity security There are no outstanding securities convertible into or exchangeable for capital stock of any Company Subsidiary is Subsidiaries, and no outstanding options, rights (preemptive or may be required otherwise), or warrants to be issued by reason of any option, warrant, scrip, preemptive right, right purchase or to subscribe to, gross-up right, call or commitment of for any character whatsoever relating to, or security or right convertible into, shares of any capital such stock or other interest securities of such Company Subsidiaries. There are no Agreements affecting or relating to the voting, issuance, purchase, redemption, repurchase or transfer of capital stock of any Company Subsidiary, and there are no contractsany other securities of any Company Subsidiary, commitments, understandings or arrangements by which any except as contemplated hereunder. (e) Each Company Subsidiary is bound to issue additional shares a corporation (or a SOCIETE ANONYME) duly organized, validly existing and in good standing under the laws of its capital stock nation or other interestjurisdiction of incorporation (as listed in the Disclosure Schedule), or any optionand has the full and unrestricted corporate power and authority to own, warrant or right operate and lease its Assets and to purchase or acquire any additional shares of carry on its capital stockbusiness as currently conducted. Each Company Subsidiary is qualified to conduct business and is in good standing in the states, countries and territories listed in the Disclosure Schedule. The deposit accounts Company Subsidiaries are not qualified to conduct business in any other jurisdiction, and neither the nature of their businesses nor the character of the Bank are insured Assets owned, leased or otherwise held by them makes any such qualification necessary. There is no state, country or territory wherein the Federal Deposit Insurance Corporation absence of licensing or qualification as a foreign corporation would have a material adverse effect upon the business of the Company Subsidiaries as currently conducted. (“FDIC”f) Stockholder has sold to the fullest extent permitted by the Federal Deposit Insurance Act, as amendedCompany, and the rules and regulations Company has purchased from Stockholder, a sufficient amount of the FDIC thereunderequity capital and controlling interests in each of the Company Subsidiaries in order for the Company to hold at least: (i) thirty percent (30%) of Centrafrique Telecom Plus - CTP (Central African Republic); (ii) Seventy percent (70%) of Afripa Holding Pty., Ltd., a corporation organized in the Republic of South Africa, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all iii) Sixty-three percent (63%) of the outstanding capital securities of, equity interests and has sole control of, the Bankcontrolling interest in each of the other Company Subsidiaries.

Company Subsidiaries. As (a) Section 3.6(a) of the date Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity of this Agreement, which the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or controlowned, directly or indirectly, more than 550% of any class the stock or other equity interest entitled to vote on the election of equity securities the members of the board of directors or similar interests governing body (each, a “Subsidiary”). Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. Each Subsidiary has the corporate power to own its assets and properties and to carry on its business as currently conducted and as currently contemplated to be conducted. Each Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualifications or licenses necessary, except where the failure to be so qualified or licensed would not be material to such Subsidiary. A true, correct and complete copy of each Subsidiary’s charter documents and bylaws, each as amended to date and in full force and effect on the date of this Agreement, has been Made Available. All of the outstanding shares of each Subsidiary are owned of record and beneficially by the Company. All outstanding shares of each Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the charter documents or bylaws of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable Laws. There are no options, warrants, calls, rights, commitments or agreements of any corporationcharacter, bankwritten or oral, business trust, association or similar organization, and is not, directly or indirectly, a partner in to which any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is a party or may be required by which any Subsidiary is bound obligating the Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued by reason issued, sold, repurchased or redeemed, any shares of the capital stock of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, scrip, preemptive call right, right to subscribe tocommitment or agreement. There are no outstanding or authorized stock appreciation, gross-up rightphantom stock, call or commitment of any character whatsoever relating toprofit participation, or security or right convertible intoother similar rights with respect to any of the Subsidiaries. Section 3.6(a) of the Disclosure Schedule lists the directors and officers of each Subsidiary as of the date of this Agreement. (b) Section 3.6(b) of the Disclosure Schedule lists each corporation, shares of any capital stock limited liability company, partnership, association, joint venture or other interest business entity (other than the Subsidiaries listed in Section 3.6(a) of such the Disclosure Schedule) in which the Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which owns any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant interest. Neither the Company nor any Subsidiary has agreed or right is obligated to purchase make any future investment in or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect contribution to any applicable extensionsPerson (other than another Subsidiary). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As (a) Company’s only subsidiaries are Company Bank and Company Bank Subsidiary. Company owns directly or indirectly all of the date issued and outstanding shares of this Agreement, the capital stock of Company has Previously Disclosed a true, complete Bank and correct list Company Bank Subsidiary. None of each entity in which the Company, Company Bank or Company Bank Subsidiary owns directly or indirectlyindirectly any equity securities or other similar interest in any other corporation, owns sufficient limited liability company, joint venture, partnership, entity, association or other business, other than shares of capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements Federal Home Loan Bank of San Francisco. No capital stock of either of the Subsidiaries of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be become required to be issued (other than to Company) by reason of any optionoptions, warrantwarrants, scrip, preemptive right, right rights to subscribe to, gross-up right, call calls or commitment commitments of any character whatsoever relating to, or security securities or right rights convertible intointo or exchangeable for, shares of any the capital stock of Company Bank or other interest of such Company Bank Subsidiary, and there . There are no contracts, commitments, understandings or arrangements by which any relating to the rights of Company Subsidiary is bound to issue additional vote or to dispose of shares of its the capital stock of Company Bank or other interest, or any option, warrant or right to purchase or acquire any additional Company Bank Subsidiary. All of the shares of its capital stock. The deposit accounts stock of Company Bank Subsidiary are fully paid and non-assessable and are owned by Company or Company Bank free and clear of any claim, lien or encumbrance. (b) Company Bank and Company Bank Subsidiary are corporations and duly organized, validly existing and in good standing under the laws of the Bank jurisdiction in which they are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amendedincorporated or organized, and is duly qualified to do business and in good standing in each jurisdiction where the rules and regulations character of the FDIC thereunder, and all premiums and assessments required assets or properties owned or leased by them or the nature of the business transacted by them requires them to be paid so qualified, except where the failure to so qualify, either individually or in connection therewith the aggregate, would not reasonably be likely to have been paid when due (after giving effect a Material Adverse Effect on Company and would not materially adversely affect the ability of Company to any applicable extensions)consummate the transactions contemplated herein. The Each Company beneficially owns all of Bank and Company Bank Subsidiary has the outstanding capital securities ofcorporate power and authority necessary for it to own, operate or lease its assets and has sole control of, the Bankproperties and to carry on its business substantially as it is now being conducted.

Company Subsidiaries. As (a) The Company has delivered or made available to Parent a complete and accurate list as of the date of this AgreementAgreement of each of the Company Subsidiaries and their respective jurisdictions of organization. All of the outstanding shares of capital stock or voting securities of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by a Company Subsidiary or by the Company and a Company Subsidiary, free and clear of all Liens, excluding Permitted Liens, and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities Laws. Except as set forth in this Section 4.02(a), there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock or any securities of such Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, (y) any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from such Company Subsidiary, or any other obligation of such Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, such Company Subsidiary or (z) any rights issued by, or other obligations of, such Company Subsidiary that are linked in any way to the price of any class of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, the value of such Company Subsidiary or any part of such Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of or voting securities of, or other equity interests in, such Company Subsidiary. (b) Except for the capital stock and voting securities of, and other equity interests in, the Company has Previously Disclosed a trueSubsidiaries, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements none of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “any Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company Subsidiary owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or voting securities of, or other equity interests in, or any interest of such Company Subsidiaryconvertible into or exchangeable or exercisable for, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital voting securities of, and has sole control ofor other equity interests in, any Person, in each case, other than securities held for investment by the BankCompany or the Company Subsidiaries in the ordinary course of business.

Company Subsidiaries. As (a) Section 3.6(a) of the date Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity of this Agreement, which the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or controlowned, directly or indirectly, more than 550% of any class the stock or other equity interest entitled to vote on the election of equity securities the members of the board of directors or similar interests governing body (each, a “Subsidiary”). Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of any corporationthe jurisdiction of its incorporation or organization. Each Subsidiary has the corporate power to own its assets and properties and to carry on its business as currently conducted, bankexcept where the failure to have such corporate power would not, individually or in the aggregate, have a Company Material Adverse Effect. Each Subsidiary is duly qualified or licensed to do business trust, association or similar organization, and is in good standing in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualifications or licenses necessary, except where the failure to be so qualified or licensed would not, directly individually or indirectlyin the aggregate, have a partner Company Material Adverse Effect. A true, correct and complete copy of each Subsidiary’s charter documents and bylaws, each as amended to date and in any general partnership or party to any joint venture or similar arrangementfull force and effect on the Agreement Date, has been Made Available. The Company ownsis the sole direct and indirect beneficial and record owner of all outstanding shares of capital stock or other equity interests of each Subsidiary. All outstanding shares of capital stock or other equity interests of each Subsidiary are duly authorized, directly validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the charter documents or indirectlybylaws of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all of its interests in each Company Subsidiary free and clear applicable Laws. There are no options, warrants, calls, rights, commitments or agreements of any and all Liens. No equity security of character, written or oral, to which any Company Subsidiary is a party or may be required by which any Subsidiary is bound obligating the Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued by reason issued, sold, repurchased or redeemed, any shares of the capital stock of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, scrip, preemptive call right, right to subscribe tocommitment or agreement. There are no outstanding or authorized stock appreciation, gross-up rightphantom stock, call or commitment of any character whatsoever relating toprofit participation, or security or right convertible intoother similar rights with respect to any of the Subsidiaries. Section 3.6(a) of the Disclosure Schedule lists the directors and officers of each Subsidiary as of the Agreement Date. (b) Section 3.6(b) of the Disclosure Schedule lists each corporation, shares of any capital stock limited liability company, partnership, association, joint venture or other interest business entity (other than the Subsidiaries listed in Section 3.6(a) of such the Disclosure Schedule) in which the Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which owns any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant interest. Neither the Company nor any Subsidiary has agreed or right is obligated to purchase make any future investment in or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect contribution to any applicable extensionsPerson (other than a Subsidiary). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements (a) Section 3.4(a) of the Company or has the power to elect Disclosure Schedule sets forth a majority complete list of the board names and jurisdictions of directors organization of each Company Subsidiary. All issued and outstanding shares or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary have been duly authorized, validly issued, are fully paid and nonassessable and are owned directly or indirectly by the Company free and clear of any pledges, charges, liens, encumbrances, restrictions on the transfer, voting or dividend rights, rights of first offer or first refusal, security interests or adverse rights or claims of any nature whatsoever (“Liens”), except for (i) Liens for current taxes and all Liensassessments not yet past due or that are being contested in good faith, (ii) Liens imposed by applicable Law that would not, individually or in the aggregate, have a Company Material Adverse Effect, or (iii) Liens imposed or granted pursuant to or in connection with the Company’s existing credit facilities or other indebtedness. No equity security None of the Company Subsidiaries owns any shares of Company Common Stock. (b) There are not any authorized or outstanding subscriptions, options, conversion or exchange rights, warrants, calls, repurchase or redemption agreements, or other agreements, claims, contracts or commitments of any nature whatsoever obligating any Company Subsidiary is to issue, transfer, deliver, sell, register, repurchase or may be required redeem, or cause to be issued by reason of any optionissued, warranttransferred, scripdelivered, preemptive rightsold, right to subscribe torepurchased or redeemed, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, additional shares of any the capital stock or other interest securities of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any the Company Subsidiary is bound or to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) make payments with respect to the fullest extent permitted by value of any foregoing or obligating the Federal Deposit Insurance ActCompany Subsidiary to grant, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to extend or enter into any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Banksuch agreement.

Company Subsidiaries. As of the date of this Agreement, the (i) The Company has Previously Disclosed a true, complete and correct list of all of its subsidiaries, and all shares of the outstanding capital stock of each entity in of which are owned directly or indirectly by the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements . The subsidiaries of the Company or has the power are referred to elect a majority of the board of directors or other persons performing similar functions (each, herein individually as a “Company Subsidiary” and, collectively, and collectively as the “Company Subsidiaries”). Except for .” All of such shares so owned by the Company (or its subsidiaries) are fully paid and nonassessable and are owned by it free and clear of any lien, claim, charge, option, encumbrance or agreement with respect thereto, except for Permitted Liens. Other than the Previously Disclosed Company Subsidiaries and or as otherwise Previously Disclosed, the Company does not own beneficially or control(the concept of “beneficial ownership” having the meaning assigned thereto in Section 13(d) of the Exchange Act, and the rules and regulations thereunder), directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association corporation or similar organizationother entity, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any venture. (ii) Each Company Subsidiary is duly organized and validly existing under the Laws of its jurisdiction of organization and has all requisite corporate, company or may be required partnership power and authority to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any carry on its business as presently conducted. Each Company Subsidiary is bound duly qualified or licensed to issue additional shares do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its capital stock business or other interestthe ownership, leasing or any option, warrant or right to purchase or acquire any additional shares operation of its capital stock. The deposit accounts of properties makes such qualification or licensing necessary, other than where the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required failure to be paid so qualified, licensed or in connection therewith good standing would not, individually or in the aggregate, reasonably be expected to have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Banka Material Adverse Effect.

Company Subsidiaries. As (a) All of the outstanding shares of capital stock or voting securities of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable, as applicable, and are owned by the Company, by a Company Subsidiary or by the Company and a Company Subsidiary, as applicable, free and clear of all Liens, excluding Permitted Liens, and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities Laws or as set forth in their respective organizational documents made available to Parent. Except as set forth in this Section 5.02(a), there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (i) any capital stock or any securities of such Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, (ii) any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire from such Company Subsidiary, or any other obligation of such Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, such Company Subsidiary or (iii) any rights issued by, or other obligations of, such Company Subsidiary that are linked in any way to the price of any class of capital stock or voting securities of, or other equity interests in, such Company Subsidiary, the value of such Company Subsidiary or any part of such Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of or voting securities of, or other equity interests in, such Company Subsidiary. Section 5.02(a) of the Company Disclosure Letter contains a complete and accurate list as of the date of this Agreement of each of the Company Subsidiaries and their respective jurisdictions of organization and for each Company Subsidiary that is not, directly or indirectly, wholly owned by the Company, (1) the number and type of any capital stock of, or description of other equity or voting interests in, such Company Subsidiary that is outstanding as of the date of this Agreement and (2) the number and type of shares of capital stock of, or description of other equity or voting interests in, such Subsidiary that, as of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Companyare owned, directly or indirectly, owns sufficient by the Company. Each Company Subsidiary is not in violation of any of the provisions of its respective organizational documents in any material respect. (b) Except for the capital stock or holds a sufficient and voting securities of, and other equity or similar interest such that it is consolidated with interests in, the Company in the financial statements Subsidiaries, none of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions nor any Company Subsidiary (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company i) owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or voting securities of, or other equity interests in, or any interest of such Company Subsidiaryconvertible into or exchangeable or exercisable for, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital voting securities of, and or other equity interests in, any Person, or (ii) has sole control ofagreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any material future investment in or material capital contribution to any other Person. (c) None of the BankCompany Subsidiaries owns any capital stock of the Company.

Company Subsidiaries. As (a) Each Company Subsidiary is a corporation, partnership or limited liability company, duly incorporated, formed or organized, as the case may be, validly existing and in good standing under the laws of its jurisdiction of incorporation, formation or organization, as the case may be, and has all corporate or other similar powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Company Subsidiary is duly qualified to do business as a foreign corporation, partnership or limited liability company and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the date of this Agreementoutstanding capital stock of, the or other voting securities or ownership interests in, each Company has Previously Disclosed a true, complete and correct list of each entity in which Subsidiary are owned by the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any Lien (except for any Liens under the Parent Credit Agreement) and all Liensfree of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests other than restrictions imposed by law or by the Shareholders Agreement). No equity security All of the outstanding shares of capital stock of each Company Subsidiary have been validly issued and are fully paid and non-assessable. There are no outstanding (i) securities of any Company Subsidiary is convertible into or may be required exchangeable for shares of capital stock or other voting securities or ownership interests in any Company Subsidiary or (ii) options or other rights to be issued by reason acquire from any Company Subsidiary, or other obligation of any optionCompany Subsidiary to issue, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiaryvoting securities or ownership interests in, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its securities convertible into or exchangeable for any capital stock or other interestvoting securities or ownership interests in, any Company Subsidiary (the items in clauses (i) and (ii) above being referred to collectively as the "Company Subsidiary Securities"). There are no outstanding obligations of the Company or any optionCompany Subsidiary to repurchase, warrant redeem or right to purchase or otherwise acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankSubsidiary Securities.

Company Subsidiaries. As Company has disclosed in Section 5.4 of the date Company Disclosure Memorandum each of this Agreement, the Company has Previously Disclosed Subsidiaries that is a truecorporation (identifying its jurisdiction of incorporation, complete each jurisdiction in which it is qualified and/or licensed to transact business, and correct list the number of shares owned and percentage ownership interest represented by such share ownership) and each of the Company Subsidiaries that is a general or limited partnership, limited liability company, or other non-corporate entity (identifying the Law under which such entity is organized, each jurisdiction in which it is qualified and/or licensed to transact business, and the amount and nature of the ownership interest therein). Company or one of its wholly owned Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests) of each entity Company Subsidiary. Except as set forth in which Section 5.4 of the CompanyCompany Disclosure Memorandum, directly or indirectly, owns sufficient no Company Entity holds any shares of capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner Equity Rights in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liensother Person. No capital stock (or other equity security interest) of any Company Subsidiary is or may be become required to be issued (other than to another Company Entity) by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company SubsidiaryEquity Rights, and there are no contracts, commitments, understandings or arrangements Contracts by which any Company Subsidiary is bound to issue (other than to another Company Entity) additional shares of its capital stock (or other interest, equity interests) or Equity Rights or by which any option, warrant Company Entity is or right may be bound to purchase or acquire transfer any additional shares of its the capital stockstock (or other equity interests) of any Company Subsidiary (other than to another Company Entity). The deposit accounts There are no Contracts relating to the rights of any Company Entity to vote or to dispose of any shares of the Bank capital stock (or other equity interests) of any Company Subsidiary. All of the shares of capital stock (or other equity interests) of each material Company Subsidiary held by a Company Entity are insured fully paid and nonassessable under the applicable Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance ActCompany Entity free and clear of any Lien. Each material Company Subsidiary is a corporation, as amendedlimited liability company, limited partnership or limited liability partnership, and each such Subsidiary is duly organized, validly existing, and in good standing under the rules and regulations Laws of the FDIC thereunder, and all premiums and assessments required to be paid jurisdiction in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities ofwhich it is incorporated or organized, and has sole control ofthe power and authority necessary for it to own, lease, and operate its Assets and to carry on its business as now conducted. Each Company Subsidiary is duly qualified or licensed to transact business as a foreign entity in good standing in the BankStates of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. The minute book and other organizational documents for each material Company Subsidiary have been made available to Parent for its review and are correct and complete in all material respects as in effect as of the date of this Agreement, and accurately reflect in all material respects all amendments thereto and all proceedings of the respective boards of directors and stockholders thereof. Except as set forth on Section 5.4 of the Company Disclosure Memorandum, there are no outstanding contractual obligations of Company or any of the Company Subsidiaries to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any of the Company Subsidiaries or any other Person.

Company Subsidiaries. As (a) Each Company Subsidiary is a corporation, and each such Subsidiary is duly organized, validly existing, and is in good standing under the Laws of the date jurisdiction in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease, and operate its material Assets and to carry on its business as now conducted. Each Company Subsidiary is duly qualified or licensed to transact business as a foreign entity in good standing in the States of this Agreementthe United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, the Company has Previously Disclosed a true, complete and correct list of each entity except for jurisdictions in which the Companyfailure to be so qualified or licensed would not reasonably be expected to have, directly individually or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements aggregate, a Company Material Adverse Effect. Section 5.4 of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner Disclosure Memorandum sets forth all jurisdictions in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in which each Company Subsidiary free is qualified to transact business as a foreign corporation. Company has no Subsidiaries other than those set forth in Section 5.4 of the Company Disclosure Memorandum. Company or one of its Subsidiaries owns the amount of the issued and clear outstanding shares of any capital stock (or other equity interests) of each Subsidiary as set forth in Section 5.4 of the Company Disclosure Memorandum and all Lienssuch shares are the sole outstanding shares of capital stock of such Subsidiaries. No capital stock (or other equity security interests) of any Company Subsidiary is or may be become required to be issued (other than to another Company Entity) by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company SubsidiaryEquity Rights, and there are no contracts, commitments, understandings or arrangements Contracts by which any Company Subsidiary is bound to issue (other than to another Company Entity) additional shares of its capital stock (or other interest, equity interests) or Equity Rights or by which any option, warrant Company Entity is or right may be bound to purchase or acquire transfer any additional shares of its the capital stockstock (or other equity interests) of any Company Subsidiary (other than to another Company Entity). The deposit accounts There are no Contracts relating to the rights of any Company Entity to vote or to dispose of any shares of the Bank capital stock (or other equity interests) of any Company Subsidiary. No Company Subsidiary is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of the capital stock of any Company Subsidiary. All of the shares of capital stock (or other equity interests) of each Company Subsidiary held by a Company Entity are insured fully paid and nonassessable under the applicable Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Federal Deposit Insurance Corporation Company Entity free and clear of any Lien. (“FDIC”b) to Legal Connect Limited, a Company Subsidiary organized under the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations laws of the FDIC thereunderUnited Kingdom, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to has neither conducted any applicable extensions)operations nor generated any revenue since its formation. The Company beneficially owns all of the outstanding capital securities of, and ITC Wireless has sole control of, the Bankneither conducted any operations nor generated any revenues since its formation.

Company Subsidiaries. As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously DisclosedSubsidiaries, the Company does not own beneficially or controlbeneficially, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangementventure. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As (a) The jurisdiction of incorporation or formation, as applicable, and the authorized, issued and outstanding Capital Interests of each Company Subsidiary is set forth on ‎Section 3.4(a) of the date Disclosure Schedule. All of this Agreement, the Company has Previously Disclosed a true, complete and correct list Capital Interests of each entity in which the CompanyCompany Subsidiary are owned (of record and beneficially), directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with by the Company in the financial statements Company, free and clear of the Company or has the power to elect a majority of the board of directors or all Liens other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”)than Transaction Permitted Liens. Except for the Capital Interests in the Company Subsidiaries and as Previously DisclosedSubsidiaries, the Company does not own beneficially or controlown, directly or indirectly, more than 5% any Capital Interests in any other Person. (b) Each Company Subsidiary is a corporation or limited liability company, as applicable, duly incorporated or formed, as applicable, validly existing and in good standing under the Laws of any class its jurisdiction of equity securities incorporation or similar interests of any corporationformation, bankas applicable, and has all requisite corporate or limited liability company power and authority, as applicable, and all material governmental licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and to carry on its business trustas now being conducted. Each Company Subsidiary is duly qualified or licensed as a foreign corporation or limited liability company, association or similar organizationas applicable, to do business, and is notin good standing, directly in each jurisdiction where the character of its properties or indirectlyassets owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except as would not reasonably be expected to have, individually or in the aggregate, a partner in any general partnership or party Material Adverse Effect. (c) No Company Subsidiary has granted to any joint venture Person any Contract, warrant or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, or any other conversion right or right to purchase, redeem, subscribe tofor or receive an issuance of, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest Equity Securities of such Company Subsidiary. (d) Sergeant’s Pet Care Products Mexico, S, DE R.X.XX C.V. does not engage, and there are for the past three years has not engaged, in any business activities or operations and currently has no contracts, commitments, understandings assets or arrangements Liabilities other than Liabilities imposed by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation Laws (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensionsincluding Tax Liabilities). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As (a) Section 2.4(a) of the date of this Agreement, the Company has Previously Disclosed Disclosure Letter sets forth a true, complete and correct list list, both before and after giving effect to the Restructuring, of each entity Subsidiary of the US Company, JV Holdco and the NL Company. The authorized and outstanding equity securities of each Company Subsidiary is as set forth in which Section 2.4(a) of the Disclosure Letter. The US Company, the JV Holdco or the NL Company, as applicable, is (or, after the Restructuring, will be), directly or indirectly, owns sufficient capital stock the record and beneficial owner of all of the issued and outstanding equity securities of each Company Subsidiary or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements applicable Subsidiary of the Company Joint Venture Entities, as applicable, in each case free and clear of any Liens, other than restrictions on transfer arising under applicable securities Laws or has such Company Subsidiary’s Charter Documents, or the power to elect a majority Charter Documents of such Subsidiary of the board Company Joint Venture Entities, as applicable. All issued and outstanding equity securities of directors each such Company Subsidiary or of each such Subsidiary of the Company Joint Venture Entities, as applicable, are duly authorized and validly issued in accordance with applicable Laws, or pursuant to valid exemption therefrom, and such Company Subsidiary’s Charter Documents or the Charter Documents of such Subsidiary of the Company Joint Venture Entities, as applicable, and in each case, are fully paid (to the extent such concept is applicable or required by such Charter Documents), non-assessable (to the extent such concept is applicable) and were not issued in violation of any preemptive rights, rights of first refusal or other persons performing similar functions (eachrights of any Person. There are no outstanding shares, a “options, stock appreciation rights, restricted stock units, phantom awards, performance awards, other compensatory equity-based awards, warrants, conversion rights, calls, subscriptions, convertible securities or other rights, Contracts or commitments, in each case, pursuant to which any Company Subsidiary” andSubsidiary or any Subsidiary of the Company Joint Venture Entities is or may be obligated to issue, collectivelysell or deliver any securities or interest thereof in such Company Subsidiary or such Subsidiary of the Company Joint Venture Entities, the “Company Subsidiaries”)as applicable. Except for equity securities of the Company Subsidiaries and as Previously Disclosedthe Company Joint Venture Entities, neither the US Company, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The JV Holdco nor the NL Company owns, directly or indirectly, all any equity interest in any Person. (b) There is no Contract between any Target Company and any holders of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security securities of any Company Subsidiary is or may be required any Subsidiary of the Company Joint Venture Entities, as applicable, or, to be issued by reason the knowledge of Omega, between or among any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment holders of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest securities of such Company SubsidiarySubsidiary or such Subsidiary of the Company Joint Venture Entities, and there are no contractsas applicable, commitmentsin each case, understandings relating to the issuance, acquisition (including any Contract providing for a right of first refusal or arrangements by which preemptive right) or voting or granting of a proxy in respect of any securities of such Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts such Subsidiary of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance ActCompany Joint Venture Entities, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankapplicable.

Company Subsidiaries. As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As (a) The Company’s direct and indirect Subsidiaries, together with their jurisdiction of the date of this Agreementincorporation or organization, the Company has Previously Disclosed a trueas applicable, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements are listed on Schedule 4.2(a) of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions Disclosure Letter (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each the outstanding equity securities of the Company Subsidiary Subsidiaries, free and clear of all Liens (other than Permitted Liens). Except for the Company Subsidiaries, the Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and all Liens. No equity security has not agreed and is not obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. (b) Each Company Subsidiary is duly incorporated, formed or may organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of its jurisdiction of incorporation, formation or organization and has the requisite corporate, limited liability company or equivalent power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except as would not, individually or in the aggregate, reasonably be required expected to be issued by reason material to the Group Companies, taken as a whole. Each Company Subsidiary is duly qualified to do business in each jurisdiction in which the conduct of its business, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Complete and correct copies of the Governing Documents of each Company Subsidiary, as amended and currently in effect, have been made available to Parent. No Company Subsidiary is in violation of any of the provisions of its Governing Documents. (c) All issued and outstanding shares of capital stock and equity interests of each Company Subsidiary (i) have been duly authorized, validly issued, fully paid and are non-assessable (in each case, to the extent that such concepts are applicable), (ii) are not subject to, nor have been issued in violation of, any purchase option, warrantcall option, scripright of first refusal, preemptive right, subscription right to subscribe toor any similar right and (iii) have been offered, gross-up rightsold and issued in compliance with Applicable Legal Requirements and their respective Governing Documents. (d) Other than as set forth on Schedule 4.2(c) of the Company Disclosure Letter, call there are no subscriptions, options, warrants, equity securities, partnership interests or commitment similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by to which any Company Subsidiary is a party or by which it is bound obligating such Company Subsidiary to issue additional shares of its capital stock issue, deliver or other interestsell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any ownership interests of such Company Subsidiary or obligating such Company Subsidiary to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant warrant, equity security, call, right, commitment or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankagreement.

Company Subsidiaries. As (a) The Company’s direct and indirect Subsidiaries as of immediately prior to the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions Initial Contribution (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”), together with their jurisdiction of incorporation or organization, as applicable, and the percentages of the outstanding equity interests of each such Company Subsidiary owned by each of the Company, AGH and each other Company Subsidiary, as applicable, are listed on Section 4.2(a) of the Company Disclosure Letter. Except for as disclosed in Section 4.2(a) of the Company Subsidiaries and Disclosure Letter, as Previously Disclosedof immediately prior to the Initial Contribution, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company AGH owns, directly or indirectly, legal and beneficial title to all of its interests in each the outstanding equity securities of the Company Subsidiary Subsidiaries, free and clear of all Liens (other than Permitted Liens). Except for the Company Subsidiaries, the Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and all Liens. No equity security has not agreed and is not obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. (b) Each Company Subsidiary is duly incorporated, formed or may be required organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of its jurisdiction of incorporation, formation or organization and has the requisite corporate, limited liability company or equivalent power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each Company Subsidiary is duly licensed or qualified to do business in each jurisdiction in which the conduct of its business, or the operation, ownership or leasing of its properties, makes such qualification necessary, except where the failure to be issued by reason so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Complete and correct copies of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment the Governing Documents of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such each Company Subsidiary, as amended and there are no contractscurrently in effect, commitments, understandings or arrangements by which any have been made available to SPAC. No Company Subsidiary is bound or, to issue additional shares the best Knowledge of the Company, has been in violation of any provisions of its capital stock or other interest, or Governing Documents in any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankrespect.

Company Subsidiaries. As (a) Section 3.4(a) of the date Disclosure Schedules sets forth each Subsidiary of this Agreement, the Company has Previously Disclosed a true, complete and correct list its jurisdiction of formation. All issued and outstanding shares of capital stock or other equity interests (as applicable) of each entity in which of the Subsidiaries of the Company have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by the Company, directly or indirectly, owns sufficient free and clear of all Encumbrances. Such capital stock or holds a sufficient other equity interests (as applicable) comprise the only securities of such Subsidiary of any kind or similar interest such that it is consolidated nature which are currently issued and outstanding and which will be issued and outstanding as of the Closing Date, including any securities convertible or exchangeable into shares of capital stock or other securities. Such capital stock or other equity interests (as applicable) are fully paid and non-assessable and were issued in compliance with all Laws, including all applicable state, federal and foreign securities laws, and not in violation of any preemptive rights. (b) Except as set forth in Section 3.4(b) of the Company in Disclosure Schedules, there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the financial statements capital stock of any Subsidiary of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for obligating the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of Subsidiaries to issue or sell any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other equity interests (as applicable) of, or any other interest in, any Subsidiary of such the Company. Except as set forth in Section 3.4(b) of the Disclosure Schedules, neither the Company Subsidiarynor any Subsidiary of the Company has outstanding or authorized any stock appreciation, and there phantom stock, profit participation or similar rights. There are no contractsvoting trusts, commitmentsstockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or arrangements by which transfer of any Company Subsidiary is bound to issue additional shares of its the capital stock or other interestequity interests (as applicable) of any Subsidiary of the Company. (c) Each such Subsidiary of the Company is duly organized, or any optionvalidly existing and, warrant or right to purchase or acquire any additional shares the extent such concept is recognized, in good standing under the Laws of the jurisdiction of its capital stockorganization or incorporation, has all necessary corporate or other applicable entity power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted, and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. The deposit accounts Each Transaction Document to which any Subsidiary of the Bank are insured Company is a party has been duly executed and delivered by such Subsidiary, and (assuming due authorization, execution and delivery by the Federal Deposit Insurance Corporation (“FDIC”other parties thereto) each Transaction Document to which such Subsidiary is a party constitutes a legal, valid and binding obligation of such Subsidiary, enforceable against such Subsidiary in accordance with its terms, subject to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankGeneral Enforceability Exceptions.

Company Subsidiaries. As of (a) The Company has and, during the date of this AgreementDisclosure Period, has had only two subsidiaries, the Company Subsidiaries. The Company has Previously Disclosed a trueor made available to Parent the following with respect to each Company Subsidiary, all of which are true and complete and correct list in full force and effect as of the date hereof: (i) Certificate of Incorporation (or equivalent documents), (ii) Bylaws (or equivalent documents), and (iii) for the Disclosure Period, minutes of shareholder and director meetings (except the minutes related to the process leading to this Agreement and the transactions contemplated hereby), or other equivalent documents. FirstBank is a federally chartered stock savings bank, duly organized, validly existing and in good standing under the laws of the United States, with full corporate power and authority to own and lease all of its properties and assets and to carry on its business, as now conducted, and FirstBank is duly licensed or qualified to do business and is in good standing in each entity jurisdiction in which its ownership or leasing of property or the Companyconduct of its business requires such licensing or qualifications. FirstBank is a member in good standing of the FHLB system. The deposit accounts of FirstBank are insured by the SAIF and BIF to the maximum extent permitted by the FDIA and FirstBank has paid all deposit insurance premiums and assessments required by the FDIA, as well as all assessments under Xxxxxxx 0 xx XXXX [00 X.X.X. Section 1967] and 12 C.F.R. Part 502, that are payable on or prior to the Closing Date. FirstBank is a "qualified thrift lender" as defined in Section 10(m) of HOLA. (b) Except for (i) capital stock of the Company Subsidiaries, (ii) securities or other interests held in a fiduciary capacity and beneficially owned by third parties or taken as consideration for debt previously contracted, or (iii) as Previously Disclosed, neither the Company nor the Company Subsidiaries, individually or collectively, owns or has the right to acquire, in either case, directly or indirectly, owns sufficient any outstanding capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity voting securities or similar ownership interests of any corporation, bank, business trustsavings association, association or similar organizationpartnership, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company ownsother organization, directly or indirectly, all of its interests in each Company Subsidiary free and clear other than investment securities representing not more than 5% of any such entity. (c) FEDC is an inactive corporation that conducts no business and all Liens. No equity security has no liabilities whatsoever, whether absolute, accrued, contingent or otherwise, or assets of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankkind.

Company Subsidiaries. As (a) Section 3.3(a) of the Disclosure Schedule contains a true and complete list of the name and jurisdiction of incorporation or organization of each Subsidiary of the Company as of the date of this Agreement. Except for the Company’s Subsidiaries, neither the Company has Previously Disclosed a true, complete and correct list nor any of each entity in which the Companyits Subsidiaries. (i) owns, directly or indirectly, owns sufficient any share capital stock of, or holds a sufficient other equity or similar voting interest such that it is consolidated with the Company in, or any securities or obligations convertible into or exchangeable for shares, securities or interests, in any Person or (ii) has any obligation or has made any commitment to acquire any share capital of, or other equity or voting interests in, any Person or to provide funds to or make any investment (in the financial statements form of the Company a loan, capital contribution or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner otherwise) in any general partnership or party to any joint venture or similar arrangement. Person. (b) The Company owns, directly or indirectly, all of its the issued and outstanding voting or similar interests in each Company Subsidiary of its Subsidiaries, free and clear of any all Liens and all Liens. No equity security free of any Company Subsidiary is other restriction (including any restriction on the right to vote, sell or may be required to be issued by reason otherwise dispose of such share capital or other equity or voting interest). All ownership, voting, or similar interests of the Subsidiaries are duly authorized and validly issued, fully paid, nonassessable, and free of any optionrestrictions relating to the registration, sale, or transfer of such rights. (c) There are no outstanding (i) securities of any of the Subsidiaries convertible into or exchangeable for share capital of, or other equity or voting interest in, any Subsidiary of the Company; (ii) options, share appreciation rights, warrants, restricted share units, rights or other commitments or agreements to acquire from the Company or any of its Subsidiaries, or that obligate the Company or any of its Subsidiaries to issue, any share capital of, or other equity or voting interest in, or any securities convertible into or exchangeable for share capital of, or other equity or voting interest in, any Subsidiary of the Company; (iii) obligations of the Company or any of the Subsidiaries to grant, extend or enter into any subscription, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any share capital of, or other equity or voting interest (including any voting debt) in, any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the share capital of the Subsidiaries of the Company, being referred to collectively as “Subsidiary Securities”); or (iv) other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any character whatsoever relating to, or security or right convertible into, shares Subsidiary Securities. There are no Contracts of any capital stock kind that obligate the Company or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock Subsidiaries to repurchase, redeem or other interest, or any option, warrant or right to purchase or otherwise acquire any additional shares of its capital stock. outstanding Subsidiary Securities. (d) The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance ActSubsidiaries have no material activity or operations, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid nor do they have any engagements with any third party and/or any Liabilities in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankan amount exceeding $20,000.

Company Subsidiaries. As of the date of this Agreement, the The Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements all of its subsidiaries as of the Company or has the power to elect a majority date of the board of directors or other persons performing similar functions this Agreement (eachindividually, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for , and all shares of the outstanding capital stock of each of the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, are owned directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liensindirectly by the Company. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other intereststock, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. All of the issued and outstanding shares of capital stock (or equivalent interests of entities other than corporations) of each of the Company Subsidiaries are duly authorized and validly issued, fully paid and nonassessable and are owned, directly or indirectly, by the Company free and clear of any lien, adverse right or claim, charge, option, pledge, covenant, title defect, security interest or other encumbrances of any kind (“Liens”) with respect thereto. Neither the Company nor any of the Company Subsidiaries is a party to any right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement, or shareholders agreement with respect to the sale or voting of any securities of any Company Subsidiary. Each Company Subsidiary is an entity duly organized, validly existing, duly qualified to do business and in good standing under the laws of its jurisdiction of organization, and has corporate or other appropriate organizational power and authority to own or lease its properties and assets and to carry on its business as it is now being conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except in respect of the Company Subsidiaries, the Company does not own beneficially, directly or indirectly, 5% or more of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture. The Company Bank is duly organized and validly existing as a Maryland trust company and its deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, Act and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions)due. The Company beneficially owns all has furnished or made available to the Investor, prior to the date hereof, true, correct and complete copies of the outstanding capital securities of, charter and has sole control of, bylaws of the BankCompany Bank as amended through the date of this Agreement.

Company Subsidiaries. As (a) Section 3.8(a) of the Company Disclosure Letter contains a complete and accurate list of the name, jurisdiction of organization, capitalization, schedule of shareholders or other equity holders of and the individuals who comprise the board of directors or comparable body and officers of each Company Subsidiary. (b) Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its respective organization (to the extent either such concept is recognized under applicable Law). Each of the Company Subsidiaries has the requisite corporate power and authority to carry on its respective business as it is presently being conducted and to own, lease or operate or otherwise hold its respective properties and assets. Each of the Company Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary (to the extent either such concept is recognized under applicable Law), except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) All of the outstanding share capital of, or other equity or voting interest in, each Company Subsidiary (i) have been duly authorized, validly issued and are fully paid and nonassessable and (ii) are owned, directly or indirectly, by the Company or another Company Subsidiary, free and clear of all Liens (other than Liens under applicable securities Laws) and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such share stock or other equity or voting interest) that would prevent the operation by the Surviving Company of such Company Subsidiary’s business as presently conducted. (d) Except as set forth on Section 3.8(d) of the Company Disclosure Letter, there are no outstanding (i) securities of the Company or any of the Company Subsidiaries convertible into or exchangeable for shares of, or other equity or voting interest in, any Subsidiary of the Company, (ii) options, warrants, rights or other commitments or agreements to acquire from the Company or any of the Company Subsidiaries, or that obligate the Company or any of the Company Subsidiaries to issue, any share capital of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of, or other equity or voting interest in, nor any deferred compensation rights, agreements, arrangements or commitments of any kind to which the Company is a party relating to the issuance of shares of, any Company Subsidiary, (iii) obligations of the Company or any Company Subsidiary to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any share capital of, or other equity or voting interest (including any voting debt) in, any Company Subsidiary (the items in clauses (i), (ii) and (iii), together with the share capital of the Company Subsidiaries, being referred to collectively as “Subsidiary Securities”), or (iv) other obligations by the Company or any the Company Subsidiaries to make any payments based on the price or value of any shares of any Company Subsidiary. Neither the Company nor any of the Company Subsidiaries is a party to any Contract which obligates the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. (e) The Company has made available to Parent prior to the date hereof true and complete copies of the Subsidiary Charter Documents. The Company has delivered or made available to Parent prior to the date hereof accurate and complete copies of all the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the equityholders of each of the Company Subsidiaries and the board of directors or equivalent body of each of the Company Subsidiaries, and all committees thereof, in each case, from and after January 1, 2012. None of such Company Subsidiaries is in default of such Subsidiary Charter Documents. (f) Section 3.8(f) of the Company Disclosure Letter sets forth a true and complete list of all share capital, membership interests, partnership interests, Joint Venture Interests and other equity interests in any Person (other than a Subsidiary) owned, directly or indirectly, by the Company or any Company Subsidiary as of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As (a) Section 3.08(a) of the Company Schedule of Exceptions contains a complete and accurate list of the name, jurisdiction of organization, capitalization, schedule of shareholders or other equity holders of and the individuals who comprise the board of directors or comparable body and officers of each Company Subsidiary. (b) Each of the Company Subsidiaries is duly incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its respective incorporation or organization (to the extent either such concept is recognized under applicable Law). Each of the Company Subsidiaries has the requisite corporate power and authority to carry on its respective business as it is presently being conducted and to own, lease or operate or otherwise hold its respective properties and assets. Each of the Company Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary (to the extent either such concept is recognized under applicable Law), except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) All of the outstanding equity or voting interests in each Company Subsidiary (i) have been duly authorized, validly issued and are fully paid and nonassessable and (ii) are owned, directly or indirectly, by the Company or another Company Subsidiary, free and clear of all Liens (other than Liens under applicable securities Laws) and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such equity or voting interest). (d) There are no outstanding (i) securities of the Company or any Company Subsidiary convertible into or exchangeable for any equity or voting interest in any Company Subsidiary, (ii) options, warrants, rights or other commitments or agreements to acquire from the Company or any Company Subsidiary, or that obligate the Company or any Company Subsidiary to issue, any equity or voting interest in, or any securities convertible into or exchangeable for any equity or voting interest in, nor any deferred compensation rights, agreements, arrangements or commitments of any kind to which the Company or any Company Subsidiary is a party relating to the issuance of any equity or voting interest in any Company Subsidiary, (iii) obligations of the Company or any Company Subsidiary to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any equity or voting interest (including any voting debt) in, any Company Subsidiary (the items in clauses (i), (ii) and (iii), together with the equity and voting interests in the Company Subsidiaries, being referred to collectively as “Subsidiary Securities”), or (iv) other obligations by the Company or any Company Subsidiary to make any payments based on the price or value of any Subsidiary Securities. Neither the Company nor any Company Subsidiary is a party to any Contract which obligates the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. (e) The Company has made available to Parent prior to the date hereof true and complete copies of the, as applicable, articles of incorporation, bylaws, articles of organization, operating agreements, voting agreements, shareholder agreements, partnership agreement, trust agreement and other governing documents (collectively, “Subsidiary Charter Documents”) of each Company Subsidiary. The Company has delivered or made available to Parent prior to the date hereof accurate and complete copies of all the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the equity holders of each of the Company Subsidiaries and the board of directors or equivalent body of each of the Company Subsidiaries, and all committees thereof. None of such Company Subsidiaries is in default of such Subsidiary Charter Documents. (f) Section 3.08(f) of the Company Schedule of Exceptions sets forth a true and complete list of all capital stock, membership interests, partnership interests, joint venture interests and other equity interests in any Person (other than a Company Subsidiary) owned, directly or indirectly, by the Company or any Company Subsidiary as of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

Company Subsidiaries. As (a) Section 5.2(a) of the date of this Agreement, the Company has Previously Disclosed Disclosure Letter sets forth a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements Subsidiary of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for ) and all other entities in which the Company Subsidiaries and and/or any Company Subsidiary owns any non-controlling equity interest (other than any indirect equity interest held through a cash management vehicle such as Previously Discloseda mutual fund), the state or jurisdiction of its organization and the capitalization of each such Company does Subsidiary and entity. Each Company Subsidiary (i) is a corporation, limited liability company, partnership or other entity duly incorporated or organized, validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, (ii) has all requisite corporate, limited liability company, partnership or similar power and authority to own, lease and operate its properties and to carry on its business as now conducted and (iii) is duly qualified or licensed to do business as a foreign corporation, limited liability company, partnership or other organization and is, to the extent applicable, in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing Table of Contents necessary, except where the failure to be so qualified, licensed or in good standing would not own beneficially have a Company Material Adverse Effect. The Company has delivered or controlmade available to Holdco and Merger Sub complete and correct copies of the Constituent Documents of each Company Subsidiary, as amended and in effect on the date of this Agreement. (b) The Company is, directly or indirectly, more than 5% the record and beneficial owner of any class all of the outstanding shares of capital stock or other equity securities or similar interests of each of the Company Subsidiaries and all other entities in which the Company and/or any corporation, bank, business trust, association or similar organization, Company Subsidiary owns any non-controlling equity interest (other than any indirect equity interest held through a cash management vehicle such as a mutual fund). All of such shares and is notother equity interests so owned, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The by the Company ownsare validly issued, directly or indirectly, all of its interests in each Company Subsidiary fully paid and nonassessable and are owned by it free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any optionEncumbrances, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankthan Permitted Encumbrances.

Company Subsidiaries. As (a) The Company is validly existing and in good standing under the laws of Delaware and has all requisite corporate power to own, lease and operate its properties and to carry on its business as now being conducted. The Company is not in violation of any of the date provisions of this Agreement, the Company has Previously Disclosed its certificate of incorporation or bylaws. (b) Set forth on Schedule 2.3(b) is a true, complete and correct list of each entity jurisdictions in which the Company is duly qualified or licensed to conduct its business, and the Company is in good standing in each such jurisdiction. Such jurisdictions are the only jurisdictions in which the character or location of the properties owned, leased or operated by the Company, or the nature of the business conducted by the Company, makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Business. (c) Contributor (solely with respect to the Division) has no Subsidiaries and does not otherwise own, directly or indirectly, owns sufficient any capital stock of, or holds a sufficient equity other equity, ownership, proprietary or similar voting interest such that it is consolidated with in, any Person, other than the Company in Company. (d) Schedule 2.3(d) sets forth the financial statements capitalization of the Company. All outstanding shares of the capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth on Schedule 2.3(d), there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or has other agreements of any character providing for the power to elect a majority purchase, issuance or sale of any shares of capital stock of the board Company, any other securities of directors the Company, or any equity interest in the Company or its business, and none of the foregoing will arise as a result of the execution or performance of this Agreement or the transactions contemplated herein. No Person has any demand or piggyback registration rights in respect of shares of common stock or other persons performing similar functions securities of the Company. All securities, rights, options and plans set forth (eachor required to be set forth) on Schedule 2.3(d) have been issued or granted in accordance with applicable law and not in contravention with the articles or certificate of incorporation, a “Company Subsidiary” andbylaws, collectivelyarticles of organization or operating agreement of the Company. (e) Contributor owns, the “Company Subsidiaries”). Except for the Company Subsidiaries beneficially and as Previously Disclosedof record, the Company does not own beneficially or control, directly or indirectly, more than 5100% of any class the capital stock of equity securities or similar interests of any corporationthe Company, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankEncumbrances.

Company Subsidiaries. As (a) Schedule 3.3(a) of the date of this Agreement, the Company has Previously Disclosed Disclosure Letter sets forth a true, complete and correct list of (i) each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated Company Subsidiary together with the type of entity and jurisdiction of organization of each such Company in Subsidiary as well as a list of all ownership interests therein and the financial statements owner thereof and (ii) each equity investment of the Company or has the power to elect any Company Subsidiary in any Person other than a majority of the board of directors or other persons performing similar functions Company Subsidiary (each, a “Company Subsidiary” and, collectively, the “Company SubsidiariesNon-Affiliate Interest”). Except for No Company Subsidiary is organized under the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% Laws of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangementnon-United States jurisdiction. The Company owns, directly or indirectly, all of the issued and outstanding common stock or other Equity Interests in, and other securities of, each Company Subsidiary, and owns its interests in each Company Subsidiary Non-Affiliate Interest, in each case free and clear of any Liens. (b) All of the issued and all Liensoutstanding common stock or other Equity Interests of each Company Subsidiary have been duly authorized, validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. No There are no outstanding Equity Rights (i) obligating the Company, any Company Subsidiary, or any other Person to issue, deliver, purchase or sell, or cause to be issued, delivered, purchased or sold, any common stock or other equity security interests of any Company Subsidiary is or may be required to be issued by reason any securities or obligations of any optionCompany Subsidiary convertible or exchangeable into or exercisable for, warrantany common stock or other Equity Interests of any Controlled Subsidiary, scrip, preemptive right, (ii) giving any Person a right to subscribe to, gross-up right, call for or commitment of acquire any character whatsoever relating to, or security or right convertible into, shares of any capital such common stock or other interest Equity Interests of such any Company Subsidiary or (iii) obligating the Company, any Company Subsidiary, and there or any other Person to issue, grant, adopt or enter into any such Equity Right. There are no contractsagreements, commitments, understandings arrangements or arrangements by which commitments to sell or transfer any (x) common stock or other Equity Interests in any Company Subsidiary or (y) Non-Affiliate Interests. (c) Each Company Subsidiary is bound to issue additional shares duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its capital stock incorporation or other interestformation. Each Company Subsidiary has the requisite power and authority (corporate or otherwise) to carry on its business and to own, lease and operate all of its properties and assets, as currently conducted, owned, leased or operated except as would not individually or in the aggregate, have, or any optionreasonably be expected to have, warrant or right a Company Material Adverse Effect. Each Company Subsidiary is duly qualified to purchase or acquire any additional shares do business in each jurisdiction in which the nature of its capital stock. The deposit accounts business or the character or location of the Bank are insured properties and assets owned, leased or operated by it makes such qualification necessary, other than any failure to be so qualified that, individually or in the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Actaggregate, as amendedhas not had, and the rules and regulations of the FDIC thereunderwould not reasonably be expected to have, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The a Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankMaterial Adverse Effect.

Company Subsidiaries. As (a) Section 4.04(a) of the date Company Disclosure Schedule sets forth all of the Company Subsidiaries and the jurisdiction in which each is incorporated or organized. Except as set forth in Section 4.04(a) of the Company Disclosure Schedule, all issued and outstanding shares or other equity interests of each Company Subsidiary are owned directly by the Company free and clear of any charges, liens, encumbrances, security interests or adverse claims. As used in this Agreement, the "Company has Previously Disclosed a trueSubsidiary" means any corporation, complete and correct list partnership or ------------------ other organization, whether incorporated or unincorporated, (i) of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has any Company Subsidiary is a general partner or (ii) at least 50% of the securities or other interests having voting power to elect a majority of the board of directors or other persons others performing similar functions (eachwith respect to such corporation, a “partnership or other organization are directly or indirectly owned or controlled by the Company or by any Company Subsidiary” and, collectively, or by the “Company and one or more Company Subsidiaries”). Except for . (b) There are not as of the Company Subsidiaries date hereof, and as Previously Disclosedat the Effective Time there will not be, the Company does not own beneficially any subscriptions, options, conversion or controlexchange rights, directly warrants, repurchase or indirectlyredemption agreements, more than 5% or other agreements, claims or commitments of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of nature whatsoever obligating any Company Subsidiary is to issue, transfer, deliver or may be required sell, or cause to be issued by reason of any optionissued, warranttransferred, scripdelivered, preemptive rightsold, right to subscribe to, gross-up right, call repurchased or commitment of any character whatsoever relating to, or security or right convertible intoredeemed, shares of any the capital stock or other interest securities of such the Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound or obligating the Company or any Company Subsidiary to issue additional shares grant, extend or enter into any such agreement. There are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the voting of its the capital stock or other interest, or of any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the BankSubsidiary.

Company Subsidiaries. As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements (a) Section 3.4(a) of the Company or has the power to elect Disclosure Schedule sets forth a majority complete list of the board names and jurisdictions of directors organization of each Company Subsidiary. All issued and outstanding shares or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary have been duly authorized, validly issued, are fully paid and nonassessable and are owned directly or indirectly by the Company free and clear of any pledges, charges, liens, encumbrances, restrictions on the transfer, voting or dividend rights, rights of first offer or first refusal, security interests or adverse rights or claims of any nature whatsoever ("Liens"), except for (i) Liens for current taxes and all Liens. No equity security assessments not yet past due or that are being contested in good faith, (ii) Liens imposed by applicable Law, and (iii) any other Liens that do not secure a liquidated amount, that have been incurred or suffered in the ordinary course of business and that would not, individually or in the aggregate, have a material effect on the Company's ownership interest in such Company Subsidiary or the ability of Parent, the Company or any Company Subsidiary is to pledge such shares or may be required other equity interests of such Company Subsidiary in connection with the Debt Financing. None of the Company Subsidiaries own any shares of Company Common Stock. (b) There are not any authorized or outstanding subscriptions, options, conversion or exchange rights, warrants, calls, repurchase or redemption agreements, or other agreements, claims, contracts or commitments of any nature whatsoever obligating any Company Subsidiary to issue, transfer, deliver, sell, register, repurchase or redeem, or cause to be issued by reason of any optionissued, warranttransferred, scripdelivered, preemptive rightsold, right to subscribe torepurchased or redeemed, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, additional shares of any the capital stock or other interest securities of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any the Company Subsidiary is bound or to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) make payments with respect to the fullest extent permitted by value of any foregoing or obligating the Federal Deposit Insurance ActCompany Subsidiary to grant, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to extend or enter into any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Banksuch agreement.

Company Subsidiaries. As of the date of this Agreement, the (1) The Company has Previously Disclosed a true, complete and correct list of each entity all the Company Subsidiaries, including the states in which the Companysuch Company Subsidiaries are organized, directly or indirectlya brief description of such Company Subsidiaries' principal activities, owns sufficient capital stock or holds a sufficient equity or similar interest and if any of such that it Company Subsidiaries is consolidated with the Company in the financial statements of not wholly-owned by the Company or has a Company Subsidiary, the power to elect a majority of percentage owned by the board of directors Company or any Company Subsidiary and the names, addresses and percentage ownership by any other individual or corporation, partnership, joint venture, business trust, limited liability corporation or partnership, association or other persons performing similar functions organization (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”"Business Entity"). Except for No equity securities of any of the Company Subsidiaries and are or may become required to be issued (other than to the Company or a wholly-owned Company Subsidiary) by reason of any Rights with respect thereto. Except as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any of the Company Subsidiary Subsidiaries is or may be bound to sell or otherwise issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock, and there are no contracts, commitments, understandings or arrangements relating to the rights of the Company to vote or to dispose of such shares. All of the shares of capital stock of each Company Subsidiary are fully paid and nonassessable and subject to no preemptive rights and, except as Previously Disclosed, are owned by the Company or a Company Subsidiary free and clear of any liens, encumbrances, charges, security interests, restrictions (including restrictions on voting rights or rights of disposition), defaults, or equities of any character or claims or third party rights of whatever nature (collectively, "Liens"). Each Company Subsidiary is in good standing under the laws of the jurisdiction in which it is incorporated or organized, and is duly qualified to do business and in good standing in each jurisdiction where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where the failure to be duly qualified is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on the Company. The deposit accounts term "Company Subsidiary" means each JWG Broker-Dealer and any Business Entity in which the Company, directly or indirectly, (i) owns or controls 50% or more of any class of such entity's voting securities, (ii) in the case of partnerships, serves as a general partner, (iii) in the case of a limited liability company, serves as a managing member, or (iv) otherwise has the ability to elect a majority of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Actdirectors, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Banktrustees or managing members thereof.

Company Subsidiaries. As (a) The Company’s direct and indirect Subsidiaries, together with their jurisdiction of the date of this Agreementincorporation or organization, the Company has Previously Disclosed a trueas applicable, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements are listed on Schedule 3.3(a) of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions Disclosure Letter (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each the outstanding equity securities of the Company Subsidiary Subsidiaries, free and clear of all Liens (other than Permitted Liens). Except for the Company Subsidiaries, the Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and all Liens. No equity security has not agreed and is not obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. (b) Each Company Subsidiary is duly incorporated, formed or may organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of its jurisdiction of incorporation, formation or organization and has the requisite corporate, limited liability company or equivalent power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except as would not, individually or in the aggregate, reasonably be required expected to be issued by reason material to the Group Companies, taken as a whole. Each Company Subsidiary is duly qualified to do business in each jurisdiction in which the conduct of its business, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Complete and correct copies of the Governing Documents of each Company Subsidiary, as amended and currently in effect, have been made available to Parent. No Company Subsidiary is in violation of any of the provisions of its Governing Documents. (c) All issued and outstanding shares of capital stock and equity interests of each Company Subsidiary (i) have been duly authorized, validly issued, fully paid and are non-assessable (in each case to the extent that such concepts are applicable), (ii) are not subject to, nor have been issued in violation of, any purchase option, warrantcall option, scripright of first refusal, preemptive right, subscription right to subscribe toor any similar right and (iii) have been offered, gross-up rightsold and issued in compliance with Legal Requirements and the applicable Company Subsidiary’s respective Governing Documents. (d) There are no subscriptions, call options, warrants, equity securities, partnership interests or commitment similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by to which any Company Subsidiary is a party or by which it is bound obligating such Company Subsidiary to issue additional shares of its capital stock issue, deliver or other interestsell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any ownership interests of such Company Subsidiary or obligating such Company Subsidiary to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant warrant, equity security, call, right, commitment or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bankagreement.

Company Subsidiaries. As (a) Section 3.4(a) of the date Company Disclosure Schedule sets forth a complete list of this Agreementthe names and jurisdictions of incorporation or organization of each Company Subsidiary. All issued and outstanding shares or other equity interests of each Company Subsidiary have been duly authorized, validly issued, are fully paid and nonassessable and are owned directly or indirectly by the Company free and clear of any pledges, charges, liens, encumbrances, restrictions on the transfer, voting or dividend rights, rights of first offer or first refusal, security interests or adverse rights or claims of any nature whatsoever (“Liens”), except for (i) Liens for current taxes and assessments not yet past due or that are being contested in good faith, (ii) Liens imposed by applicable Law, (iii) Liens imposed or granted pursuant to or in connection with the Company’s existing credit facilities or the Company’s receivables facility, and (iv) any other Liens that do not secure a liquidated amount, that have been incurred or suffered in the ordinary course of business. None of the Company Subsidiaries own any shares of Company Common Stock. Except for the capital stock and other ownership interests in the Company Subsidiaries, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Companydoes not own, directly or indirectly, owns sufficient capital stock or holds a sufficient equity other voting or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of in any corporationPerson, bankor any options, business trustwarrants, association rights or similar organizationsecurities convertible, exchangeable or exercisable therefore and is not, directly or indirectly, not a partner in any general partnership or party to any joint venture ventures or similar arrangement. The Company ownsarrangements. (b) There are not any authorized or outstanding subscriptions, directly options, conversion or indirectlyexchange rights, all of its interests in each Company Subsidiary free and clear warrants, calls, repurchase or redemption agreements, or other agreements, claims, contracts or commitments of any and all Liens. No equity security of nature whatsoever obligating any Company Subsidiary is to issue, transfer, deliver, sell, register, repurchase or may be required redeem, or cause to be issued by reason of any optionissued, warranttransferred, scripdelivered, preemptive rightsold, right to subscribe torepurchased or redeemed, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, additional shares of any the capital stock or other interest securities of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any the Company Subsidiary is bound or to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) make payments with respect to the fullest extent permitted by value of any foregoing or obligating the Federal Deposit Insurance ActCompany Subsidiary to grant, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to extend or enter into any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Banksuch agreement.