Common use of CONDITIONS TO CONSUMMATION Clause in Contracts

CONDITIONS TO CONSUMMATION. SECTION 6.1. Conditions to All Parties' Obligations. The respective obligations of Parent and the Company to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company and Parent in accordance with their respective articles of incorporation and applicable law. (b) Parent, the Company and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by (i) the appropriate State Regulators, and (ii) the Federal Reserve Board, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , are necessary or appropriate for the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies or (iii) would reduce the benefits of the transactions contemplated by the Plan to Parent in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof. (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (g) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger or any other transaction contemplated by this Plan. SECTION 6.2. Conditions to the Obligations of Parent. The obligations of Parent to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions: (a) Each of the representations and warranties of the Company contained in this Plan shall have been true on the date hereof and shall be true in all material respects on the Effective Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Effective Date, to the foregoing effect. (b) Parent shall have received a written opinion, dated the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXC, in form and substance satisfactory to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code.

CONDITIONS TO CONSUMMATION. SECTION 6.1Section 5.1. Conditions to All Parties' Each Party's Obligations. The respective obligations of Parent and the Company each party to effect the Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan and the transactions contemplated hereby This Agreement shall have been approved by the requisite vote of the shareholders of the Company and Parent CBES's stockholders in accordance with their respective articles of incorporation applicable laws and applicable lawregulations. (b) ParentThe Requisite Regulatory Approvals, the Company consent of the OTS and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, consents or any other waivers with respect to the Plan this Agreement and the transactions contemplated hereby by (i) the appropriate State Regulators, shall have been obtained and (ii) the Federal Reserve Boardshall remain in full force and effect, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvalsconsents, consents or waivers and approvals of governmental authorities or other persons that, in the opinion of counsel for Parent , any third parties which are necessary or appropriate for to permit the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, hereby shall have been obtained or made except for those the failure to obtain which would in Parent's judgment be materially burdensome in light of Parent's capital raising policies not have a Material Adverse Effect (i) on CBES and its Subsidiaries taken as a whole or (iiiii) on NASB Holding and its Subsidiaries taken as a whole. No such approval or consent shall have imposed any condition or requirement that would reduce so materially and adversely impact the economic or business benefits to NASB Holding or CBES of the transactions contemplated by the Plan to Parent in so significant a manner that Parenthereby that, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereofknown, such party would not, in its reasonable judgment, have entered into this Agreement. (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree decree, ruling or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction transactions contemplated by this Plan, Agreement and no litigation Governmental Entity shall have instituted any proceeding for the purpose of enjoining or proceeding shall be pending against Parent or prohibiting the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the Merger or any transactions contemplated herebyby this Agreement. (gd) No statute, rule, regulation, order, injunction rule or decree regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority Governmental Entity which prohibits, restricts or makes illegal consummation of the Merger or any other transaction transactions contemplated by this PlanAgreement. SECTION 6.2(e) No litigation, claim, action, suit or other legal or administrative proceeding challenging the Merger shall be pending against any party hereto or any of their Subsidiaries, directors or officers, which in the opinion of counsel for NASB Holding is likely to result in the incurring of damages and defense costs not covered by insurance by NASB Holding or any of its Subsidiaries or by any person or persons whom NASB Holding would be required to indemnify in an aggregate amount exceeding $250,000. Section 5.2. Conditions to the Obligations of ParentNASB Holding. Each of the obligations of CBES required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of CBES contained in this Agreement shall be true and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Date as though made at and as of the Effective Date (except as to any representation or warranty which specifically relates to an earlier date), and NASB Holding shall have received a certificate to the foregoing effect signed by the chief executive officer and the president of CBES. Section 5.3. Conditions to the Obligations of CBES. The obligations of Parent CBES to effect the Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions: (a) Each of the obligations of NASB Holding or Acquisition Sub required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of the Company NASB Holding or Acquisition Sub contained in this Plan shall have been true on the date hereof and Agreement shall be true in all material respects on and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Date as if though made on such date at and as of the Effective Date (or on the date when made in the case of except as to any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent CBES shall have received a certificate to the foregoing effect signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial or principal accounting officer of the Company, dated the Effective Date, to the foregoing effectNASB Holding and Acquisition Sub. (b) Parent NASB Holding shall have provided to the Exchange Agent sufficient cash to pay the aggregate Merger Consideration and CBES shall have received a written opinion, dated certificate from the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel Exchange Agent to the Company, in form and substance satisfactory to Parentsuch effect. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXC, in form and substance satisfactory to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code.

CONDITIONS TO CONSUMMATION. SECTION 6.1Section 5.1. Conditions to All Parties' Each Party's Obligations. The respective -------------------------------------- obligations of Parent and the Company each party to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan and the transactions contemplated hereby this Agreement shall have been approved by the requisite vote of the shareholders of the Company SCCB's stockholders and Parent UFB's stockholders in accordance with their respective articles of incorporation applicable laws and applicable law.regulations; (b) Parent, the Company Requisite Regulatory Approvals and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, any necessary regulatory consents or and waivers with respect to the Plan this Agreement and the transactions contemplated hereby by (i) the appropriate State Regulators, shall have been obtained and (ii) the Federal Reserve Boardshall remain in full force and effect, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvalsconsents, consents or waivers and approvals of governmental authorities or other persons that, in the opinion of counsel for Parent , any third parties which are necessary or appropriate for to permit the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies hereby shall have been obtained or (iii) would reduce made except for those the benefits of the transactions contemplated by the Plan failure to Parent in so significant a manner that Parent, in its judgment, obtain would not have entered into this Plan had such a Material Adverse Effect (i) on SCCB and its Subsidiaries taken as a whole or (ii) on UFB and its Subsidiaries taken as a whole. None of the approvals or waivers referred to herein shall contain any term or condition which would have a Material Adverse Effect on (x) SCCB and its Subsidiaries taken as a whole or requirement been known at the date hereof.(y) UFB and its Subsidiaries taken as a whole; (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger, the Bank Merger or any other 44 50 transaction transactions contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby.Agreement; (gd) No no statute, rule, regulation, order, injunction rule or decree regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger, the Bank Merger or any other transaction transactions contemplated by this Plan. SECTION 6.2. Conditions to the Obligations of Parent. The obligations of Parent to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions:Agreement; (ae) Each of the representations and warranties of the Company contained in this Plan Registration Statement shall have been true on declared effective by the date hereof SEC and no proceedings shall be true in pending or threatened by the SEC to suspend the effectiveness of the Registration Statement; all material respects on required approvals by state securities or "blue sky" authorities with respect to the Effective Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company transactions contemplated by this Agreement shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent been obtained; (f) [Reserved] (g) UFB shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer letter agreement referred to in Section 4.11 from each affiliate of the Company, dated the Effective Date, to the foregoing effect.SCCB; and (bh) Parent UFB shall have received a written opinioncaused to be listed on the Nasdaq SmallCap Market, dated or on such other market on which shares of UFB Common Stock shall then be trading, subject only to official notice of issuance, the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel shares of UFB Common Stock to be issued by UFB in exchange for the Company, in form and substance satisfactory to Parentshares of SCCB Common Stock. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXC, in form and substance satisfactory to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code.

CONDITIONS TO CONSUMMATION. SECTION 6.15.1. Conditions to All Parties' Each Party's Obligations. The respective obligations of Parent the Acquiror, Merger Sub (when duly incorporated) and the Company to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The This Plan and the transactions contemplated hereby Merger shall have been approved by the requisite vote of the shareholders stockholders of the Company and Parent in accordance with their respective articles of incorporation and applicable law. (b) Parent, the Company and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the All regulatory approvals, consents or and waivers with respect required to the Plan and consummate the transactions contemplated hereby by this Plan (iincluding without limitation the Merger, the Bank Merger and the registration, issuance and distribution of the Secondary Participation Interests) the appropriate State Regulators, shall have been obtained and (ii) the Federal Reserve Boardshall remain in full force and effect, and all applicable statutory waiting periods in respect thereof shall have expired; expired (all such approvals and the parties shall have procured expirations of all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , are necessary or appropriate for the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver such waiting periods being referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in herein as the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies or (iii) would reduce the benefits of the transactions contemplated by the Plan to Parent in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof"Requisite Regulatory Approvals"). (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger, the Bank Merger or any other 44 50 transaction contemplated by this Plan, and no litigation or proceeding shall be pending against Parent the Acquiror or the Company or any of their subsidiaries Subsidiaries brought by any governmental agency Governmental Entity seeking to prevent consummation of the transactions transaction contemplated hereby. (gd) No statutestature, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority Governmental Entity which prohibits, restricts or makes illegal consummation of the Merger, the Bank Merger or any other transaction contemplated by this Plan. SECTION 6.25.2. Conditions to the Obligations of Parentthe Acquiror. The obligations of Parent the Acquiror and, when duly incorporated, Merger Sub to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions: (a) Each The Acquiror shall have received from KPMG Peat Marwick LLP, the Company's independent certified public accountants, "comfort" letters, dated (i) the date of the mailing of the Proxy Statement to the Company's stockholders and (ii) shortly prior to the Effective Date, with respect to certain financial information regarding the Company in the form customarily issued by such accountants at such time in connection with transactions of this type. (b) (i) The representations and warranties of the Company set forth in Sections 3.3(a), 3.3(b), 3.3(e), 3.3(g), 3.3(l), 3.3(u), 3.3(x), 3.3(z) and 3.3(dd) of this Plan shall be true and correct in all respects as of the date of this Plan and (except to the extent such representations and warranties speak as of an earlier date and except to the extent modified by actions taken in compliance with this Plan) as of the Effective Date as though made on and as of the Effective Date and (ii) the representations and warranties of the Company set forth in this Plan other than those specifically enumerated in clause (i) hereof shall be true and correct in all respects as of the date of this Plan and (except to the extent such representations and warranties speak as of an earlier date) as of the Effective Date as though made on and as of the Effective Date; provided, however, that for purposes of determining the satisfaction of the condition contained in this Plan shall have been true on the date hereof and clause (ii), no effect shall be given to any exception in such representations and warranties relating to the best knowledge of the Company, materially or a Material Adverse Effect, and provided further, however, that, for purposes of this clause (ii), such representations and warranties shall be deemed to be true and correct in all material respects unless the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, results or would reasonably be expected to result in a Material Adverse Effect on the Effective Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent Company. The Acquiror shall have received a certificate signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Effective Date, to the foregoing effect. (bc) Parent The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Date, and the Acquiror shall have received a written certificate signed on behalf of the Company by the Chief Executive Officer and the co-Principal Financial Officers of the Company, dated the Effective Date, to the foregoing effect. (d) The Acquiror shall have received an opinion, dated the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx each of Irell & Xaak, XXPXxxxxxx LLP, counsel to the Company, and Vedder, Price, Xxxxxxx & Kammholz, special counsel to the Company, covering the matters set forth on Annex 2 and Annex 3, respectively, and containing in form each case, such customary assumptions, qualifications and substance satisfactory limitations as are reasonably acceptable to Parentthe Acquiror. As to any matter in such opinions which involves matters of fact or matters relating to laws other than the law of the State of California, the General Corporation Law of the State of Delaware or federal securities or banking law, such counsel may rely upon the certificates of officers and directors of the Company and of public officials (as to matters of fact) and opinions of local counsel (as to matters of law), reasonably acceptable to the Acquiror, provided a copy of each such certificate and reliance opinion shall be attached as an exhibit to the opinion of such counsel. (ce) Parent Acquiror shall have received a from the Company, to the extent necessary under the relevant option or warrant agreements, the written opinion from Dykexx Xxxsxxx XXXCconsent, in form and substance reasonably satisfactory to ParentAcquiror, of all holders of options or warrants to purchase Company Common Stock (as set forth in the Company Disclosure Letter) to the effect that termination of such options (to the Merger will constitute a reorganization within extent not exercised prior to the meaning Effective Time) in accordance with the provisions of Section 368 of the Code1.5 hereof.

CONDITIONS TO CONSUMMATION. SECTION 6.1. Conditions to All Parties' Obligations. The respective obligations of Parent Parent, Merger Sub and the Company to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company and Parent in accordance with their respective articles of incorporation and applicable law. (b) Parent, Merger Sub, the Company and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by (i) the Reserve Bank of Chicago, (ii) the appropriate State Regulators, and (iiiii) the Federal Reserve Board, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , are necessary or appropriate for the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies or (iii) would reduce the benefits of the transactions contemplated by the Plan to Parent in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof. (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (g) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger or any other transaction contemplated by this Plan. SECTION 6.2. Conditions to the Obligations of ParentParent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions: (a) Each of the representations and warranties of the Company contained in this Plan shall have been true on the date hereof and shall be true in all material respects on the Effective Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer officer of the Company, dated the Effective Date, to the foregoing effect. (b) Parent shall have received a written opinion, dated the Effective Date, from McCartyHowaxx & Xowaxx Xxxorneys, Curry, Wydexxx, Xxetxxx & Xaak, XXPP.C., counsel to the Company, in form and substance satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXC, in form and substance satisfactory to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code. (d) Parent shall have received the fairness opinion referred to in Section 4.6 prior to the date of the Parent shareholder meeting and such fairness opinion shall not have been withdrawn. (e) The Company shall not have experienced any event, change or occurrence that has had a material adverse effect upon the financial condition of the Company and its subsidiaries taken as a whole.

CONDITIONS TO CONSUMMATION. SECTION 6.1. 5.1 Conditions to All Parties' Each Party's Obligations. The respective obligations -------------------------------------- of Parent CNB on the one hand, and of the Selling Entities and the Company Bank, on the other hand, to effect close the Merger transaction contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Effective Time Closing of the following conditions: (a) The Plan Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of Selling Entities and the shareholders of the Company and Parent Bank in accordance with their respective articles of incorporation and applicable law. (b) Parent, the Company and each of their respective subsidiaries CNB shall have procured, if required in the opinion of counsel for Parentas necessary, the approvalsrequired approval, consents consent or waivers waiver with respect to the Plan Agreement and the transactions contemplated hereby by (i) the appropriate State RegulatorsOCC, the FRB and (ii) San Paolo shall have procured, as necessary, the Federal Reserve Boardrequired approval, consent or waiver with respect to the Agreement and the transactions contemplated hereby by the Bank of Italy, and, in all such cases, all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , that are necessary or appropriate for to the consummation of the transactions contemplated by the PlanAgreement; provided, however, that no approval, consent -------- ------- or waiver referred to in this Section 6.1(b5.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in that would be materially burdensome on CNB (on a combined basis giving effect to the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Bank Merger and the other transactions contemplated by this PlanAgreement) and provided, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies or (iii) would reduce the benefits of the transactions contemplated by the Plan to Parent in so significant further, that a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at imposed on the date hereofbasis of -------- ------- CNB's compliance with regulatory capital requirements generally applicable shall not be deemed to be materially burdensome. (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan Agreement shall have been satisfied. (fd) No party hereto shall be subject to any order, decree or injunction of or a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Bank Merger or any other 44 50 transaction transactions contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated herebyAgreement. (ge) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied promulgated or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Bank Merger or any other transaction transactions contemplated by this PlanAgreement. SECTION 6.2. Conditions to the Obligations of Parent. The obligations of Parent to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions: (a) Each of the representations and warranties of the Company contained in this Plan shall have been true on the date hereof and shall be true in all material respects on the Effective Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Effective Date, to the foregoing effect. (b) Parent shall have received a written opinion, dated the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXC, in form and substance satisfactory to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code.

CONDITIONS TO CONSUMMATION. SECTION 6.1Section 5.1. Conditions to All Parties' Each Party's Obligations. The respective -------------------------------------- obligations of Parent and the Company each party to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan and the transactions contemplated hereby this Agreement shall have been approved by the requisite vote of the shareholders of the Company Bayonne's and Parent RCFC's stockholders in accordance with their respective articles of incorporation applicable laws and applicable law.regulations; (b) Parent, the Company Requisite Regulatory Approvals and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, consents or any waivers with respect to the Plan this Agreement and the transactions contemplated hereby by (i) the appropriate State Regulators, shall have been obtained and (ii) the Federal Reserve Boardshall remain in full force and effect, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvalsconsents, consents or waivers and approvals of governmental authorities or other persons that, in the opinion of counsel for Parent , any third parties which are necessary or appropriate for to permit the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, hereby shall have been obtained or made except for those the failure to obtain would in Parent's judgment be materially burdensome in light of Parent's capital raising policies not have a Material Adverse Effect (i) on Bayonne and its Subsidiaries taken as a whole or (iiiii) on RCFC and its Subsidiaries taken as a whole. No such approval or consent shall have imposed any condition or requirement that would reduce so materially and adversely impact the economic or business benefits to RCFC or Bayonne of the transactions contemplated by the Plan to Parent in so significant a manner that Parenthereby that, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereofknown, such party would not, in its reasonable judgment, have entered into this Agreement. (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger, the Bank Merger or any other 44 50 transaction transactions contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby.Agreement; (gd) No no statute, rule, regulation, order, injunction rule or decree regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger, the Bank Merger or any other transaction transactions contemplated by this PlanAgreement; (e) the Registration Statement shall have been declared effective by the SEC and no proceedings shall be pending or threatened by the SEC to suspend the effectiveness of the Registration Statement; RCFC shall have received all required approvals by state securities or "blue sky" authorities with respect to the transactions contemplated by this Agreement; (f) RCFC shall have received a letter, dated as of the Effective Date, from its independent certified public accountants, reasonably satisfactory to RCFC, to the effect that such auditors are not aware of any facts or circumstances that might cause the Merger not to qualify for pooling of interests accounting treatment; (g) Bayonne shall have received a letter, dated as of the Effective Date, from its independent certified public accountants, reasonably satisfactory to RCFC, to the effect that such auditors are not aware of any facts and circumstances that might cause the Merger not to qualify for pooling of interests accounting treatment; and (h) RCFC shall have caused to be listed on the Nasdaq National Market, or on such other market on which shares of RCFC Common Stock shall then be trading, subject only to official notice of issuance, the shares of RCFC Common Stock to be issued by RCFC in exchange for the shares of Bayonne Common Stock. SECTION 6.2Section 5.2. Conditions to the Obligations of ParentRCFC and RCFC Bank. --------------------------------------------------- The obligations of Parent RCFC and RCFC Bank to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions, any one or more of which may be waived by RCFC: (a) Each each of the obligations of Bayonne and First Savings, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of the Company Bayonne and First Savings contained in this Plan shall have been true on the date hereof and Agreement shall be true in all material respects on and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Date Time as if though made on such date at and as of the Effective Time (or on the date when made in the case of except as to any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent . RCFC shall have received a certificate to the foregoing effect signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial or principal accounting officer of the Company, dated the Effective Date, to the foregoing effect.Bayonne; (b) Parent all action required to be taken by, or on the part of, Bayonne and First Savings to authorize the execution, delivery and performance of this Agreement and the consummation by Bayonne and First Savings of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Bayonne or First Savings, as the case may be, and RCFC shall have received certified copies of the resolutions evidencing such authorization; (c) Bayonne shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.1(b)) whose consent or approval shall be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of Bayonne or its Subsidiaries under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument to which Bayonne or its Subsidiaries is a written opinionparty or is otherwise bound, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on RCFC (after giving effect to the consummation of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby. (d) RCFC shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence and good standing of Bayonne and its Subsidiaries; (e) RCFC shall have received an opinion of Xxxxxxx, Xxxxxx & Xxxxxxxx, counsel to RCFC, dated as of the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXCRCFC, in form and substance satisfactory to Parent, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will constitute be treated for federal income tax purposes as a reorganization within the meaning of Section 368 368(a) of the CodeCode and that accordingly: (i) No gain or loss will be recognized by RCFC, RCFC Bank, Bayonne or First Savings as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in RCFC Common Stock, no gain or loss will be recognized by the stockholders of Bayonne who exchange their Bayonne Common Stock for RCFC Common Stock pursuant to the Merger; (iii) The tax basis of RCFC Common Stock received by stockholders who exchange their Bayonne Common Stock for RCFC Common Stock in the Merger will be the same as the tax basis of Bayonne Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of RCFC Common Stock received by each stockholder in the Merger will include the holding period of Bayonne Common Stock exchanged therefor, provided that such stockholder held such Bayonne Common Stock as a capital asset on the Effective Date. Such opinion may be based on, in addition to the review of such matters of fact and law as Xxxxxxx, Xxxxxx & Xxxxxxxx considers appropriate, (x) representations made at the request of Xxxxxxx, Xxxxxx & Xxxxxxxx by RCFC, RCFC Bank, Bayonne, First Savings, stockholders of RCFC or Bayonne, or any combination of such persons and (y) certificates provided at the request of Xxxxxxx, Xxxxxx & Xxxxxxxx by officers of RCFC, RCFC Bank, Bayonne, First Savings and other appropriate persons. Section 5.3. Conditions to the Obligations of Bayonne and First -------------------------------------------------- Savings. The obligations of Bayonne and First Savings to effect the Merger, the ------- Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by Bayonne: (a) each of the obligations of RCFC and RCFC Bank, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of RCFC and RCFC Bank contained in this Agreement shall be true and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). Bayonne shall have received a certificate to the foregoing effect signed by the chief executive officer and the chief financial or principal accounting officer of RCFC; (b) all action required to be taken by, or on the part of, RCFC and RCFC Bank to authorize the execution, delivery and performance of this Agreement and the consummation by RCFC and RCFC Bank of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of RCFC or RCFC Bank, as the case may be, and Bayonne shall have received certified copies of the resolutions evidencing such authorization; (c) RCFC shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.1(b)) whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument to which RCFC or its Subsidiaries is a party or is otherwise bound, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on RCFC (after giving effect to the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby. (d) Bayonne shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence and good standing of RCFC and its Subsidiaries; (e) Bayonne shall have received an opinion of Breyer & Aguggia LLP, counsel to Bayonne, dated as of the Effective Date, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to Bayonne, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that accordingly: (i) No gain or loss will be recognized by RCFC, RCFC Bank, Bayonne or First Savings as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in RCFC Common Stock, no gain or loss will be recognized by the stockholders of Bayonne who exchange their Bayonne Common Stock for RCFC Common Stock pursuant to the Merger; (iii) The tax basis of RCFC Common Stock received by stockholders who exchange their Bayonne Common Stock for RCFC Common Stock in the Merger will be the same as the tax basis of Bayonne Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of RCFC Common Stock received by each stockholder in the Merger will include the holding period of Bayonne Common Stock exchanged therefor, provided that such stockholder held such Bayonne Common Stock as a capital asset on the Effective Date. (f) RCFC shall have provided to the Exchange Agent (i) certificates representing at least the aggregate number of shares of RCFC Common Stock to be issued to the shareholders of Bayonne pursuant to the terms hereof, and (ii) sufficient cash to pay Bayonne shareholders their fractional share interest as provided herein. Such opinion may be based on, in addition to the review of such matters of fact and law as Breyer & Aguggia, LLP considers appropriate, (x) representations made at the request of Breyer & Aguggia LLP by RCFC, RCFC Bank, Bayonne, First Savings, stockholders of RCFC or Bayonne, or any combination of such persons and (y) certificates provided at the request of Breyer & Aguggia LLP by officers of RCFC, RCFC Bank, Bayonne and other appropriate persons.

CONDITIONS TO CONSUMMATION. SECTION 6.1Section 5.1. Conditions to All Parties' Each Party's Obligations. The respective -------------------------------------- obligations of Parent and the Company each party to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan and the transactions contemplated hereby This Agreement shall have been approved by the requisite vote of the shareholders of the Company and Parent CNS's stockholders in accordance with their respective articles of incorporation applicable laws and applicable lawregulations. (b) ParentThe Requisite Regulatory Approvals, the Company consent of the OTS and each of their respective subsidiaries shall have procured, if any other required in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan this Agreement and the transactions contemplated hereby by (i) the appropriate State Regulators, shall have been obtained and (ii) the Federal Reserve Boardshall remain in full force and effect, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvalsconsents, consents or waivers and approvals of governmental authorities or other persons that, in the opinion of counsel for Parent , any third parties which are necessary or appropriate for to permit the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, hereby shall have been obtained or made except for those the failure to obtain would in Parent's judgment be materially burdensome in light of Parent's capital raising policies not have a Material Adverse Effect (i) on CNS and its Subsidiaries taken as a whole or (iiiii) on ENB and its Subsidiaries taken as a whole. No such approval or consent shall have imposed any condition or requirement that would reduce so materially and adversely impact the economic or business benefits to ENB or CNS of the transactions contemplated by the Plan to Parent in so significant a manner that Parenthereby that, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereofknown, such party would not, in its reasonable judgment, have entered into this Agreement. (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree decree, ruling or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger, the Bank Merger or any other 44 50 transaction transactions contemplated by this Plan, Agreement and no litigation Governmental Entity shall have instituted any proceeding for the purpose of enjoining or proceeding shall be pending against Parent or prohibiting the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the Merger, the Bank Merger or any transactions contemplated herebyby this Agreement. (gd) No statute, rule, regulation, order, injunction rule or decree regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger, the Bank Merger or any other transaction transactions contemplated by this PlanAgreement. SECTION 6.2(e) The Registration Statement shall have been declared effective by the SEC and no proceedings shall be pending or threatened by the SEC to suspend the effectiveness of the Registration Statement; all required approvals by state securities or "blue sky" authorities with respect to the transactions contemplated by this Agreement shall have been obtained. (f) ENB shall have received the letter agreement referred to in Section 4.15 from each affiliate of CNS. (g) No litigation, claim, action, suit or other legal administrative proceeding challenging the Merger or the Bank Merger shall be pending against any party hereto or any of its Subsidiaries, directors or officers, which in the opinion of counsel for ENB is likely to result in the incurring of damages and defense costs not covered by insurance by ENB or any of its Subsidiaries or by any person or persons whom ENB would be required to indemnify in an aggregate amount exceeding $350,000. (h) ENB and CNS each shall have received an opinion of Stxxxxx, Mag & Fizzell, P.C., counsel to ENB, dated as of the Effective Date, in form and substance customary in 42 transactions of the type contemplated hereby, and reasonably satisfactory to ENB and CNS, respectively, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that accordingly: (i) No gain or loss will be recognized by ENB, ENB Bank, CNS or CNS Bank as a result of the Merger; (ii) Except to the extent of any Cash Consideration, no gain or loss will be recognized by the stockholders of CNS who exchange their CNS Common Stock for ENB Common Stock pursuant to the Merger; (iii) The tax basis of ENB Common Stock received by stockholders who exchange their CNS Common Stock for ENB Common Stock in the Merger will be the same as the tax basis of CNS Common Stock surrendered pursuant to the Merger reduced by the Cash Consideration and any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of ENB Common Stock received by each stockholder in the Merger will include the holding period of CNS Common Stock exchanged therefor, provided that such stockholder held such CNS Common Stock as a capital asset on the Effective Date. Such opinion may be based on, in addition to the review of such matters of fact and law as Stxxxxx, Mag & Fizzell, P.C. considers appropriate, (x) representations made at the request of Stxxxxx, Mag & Fizzell, P.C. by ENB, ENB Bank, CNS, CNS Bank, or any combination of such persons and (y) certificates provided at the request of Stxxxxx, Mag & Fizzell, P.C. by officers of ENB, ENB Bank, CNS, CNS Bank and other appropriate persons. Section 5.2. Conditions to the Obligations of ParentENB and ENB Bank. The ------------------------------------------------- obligations of Parent ENB and ENB Bank to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions: (a) Each of the obligations of CNS and CNS Bank, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of the Company CNS and CNS Bank contained in this Plan shall have been true on the date hereof and Agreement shall be true in all material respects on and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Date Time as if though made on such date at and as of the Effective Time (or on the date when made in the case of except as to any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent ENB shall have received a certificate to the foregoing effect signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial or principal accounting officer of the Company, dated the Effective Date, to the foregoing effectCNS. (b) Parent shall have received a written opinion, dated On the Effective Closing Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to Dissenters' Shares shall not constitute more than 10% of the Company, in form and substance satisfactory to Parentoutstanding shares of CNS Common Stock. (c) Parent ENB shall have received the opinion of counsel to CNS and CNS Bank with respect to those matters set forth on EXHIBIT C hereto in form and ------- - substance reasonably satisfactory to ENB. Section 5.3. Conditions to the Obligations of CNS and CNS Bank. The ------------------------------------------------- obligations of CNS and CNS Bank to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction of the following additional conditions: (a) Each of the obligations of ENB and ENB Bank, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of ENB and ENB Bank contained in this Agreement shall be true and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date), and CNS shall have received a written certificate to the foregoing effect signed by the chief executive officer and the chief financial or principal accounting officer of ENB. (b) ENB shall have provided to the Exchange Agent sufficient cash and shares of ENB Common Stock to issue and pay the aggregate Merger Consideration and CNS shall have received a certificate from the Exchange Agent to such effect. (c) CNS shall have received the opinion from Dykexx Xxxsxxx XXXC, of counsel to ENB and ENB Bank with respect to those matters set forth on EXHIBIT D hereto in form and ------- - substance reasonably satisfactory to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the CodeCNS.

CONDITIONS TO CONSUMMATION. SECTION 6.1. Section 5.1 Conditions to All Parties' Each Party's Obligations. The respective obligations of Parent and the Company each party to effect the Merger , the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan this Agreement shall have been approved by (i) the requisite vote of JSB's stockholders in accordance with applicable law and regulations and (ii) the requisite vote of NFB's stockholders in accordance with applicable law and regulations; (b) the Requisite Regulatory Approvals and any necessary regulatory consents and waivers with respect to this Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company obtained and Parent shall remain in accordance with their respective articles of incorporation full force and applicable law. (b) Parent, the Company and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by (i) the appropriate State Regulators, and (ii) the Federal Reserve Boardeffect, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , are necessary or appropriate for the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies or (iii) would reduce the benefits of the transactions contemplated by the Plan to Parent in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof.; (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby.Bank Merger; (gd) No no statute, rule, regulation, order, injunction rule or decree regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority Governmental Entity which prohibits, restricts or makes illegal consummation of the Merger or any other transaction the Bank Merger; (e) the Registration Statement shall have been declared effective by the SEC and no proceedings shall be pending or threatened by the SEC to suspend the effectiveness of the Registration Statement; all required approvals by state securities or "blue sky" authorities with respect to the transactions contemplated by this PlanAgreement shall have been obtained; and (f) NFB shall have caused to be listed on the NYSE, or on such other market on which shares of NFB Common Stock shall then be trading, subject only to official notice of issuance, the shares of NFB Common Stock to be issued by NFB in exchange for the shares of JSB Common Stock. SECTION 6.2. Section 5.2 Conditions to the Obligations of ParentNFB and NFB Bank. The obligations of Parent NFB and NFB Bank to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions, any one or more of which may be waived by NFB: (a) Each each of the obligations of JSB and JSB Bank, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of the Company JSB and JSB Bank contained in this Plan shall have been true on the date hereof and Agreement shall be true in all material respects on and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Date Time as if though made on such date at and as of the Effective Time (or on the date when made in the case of except as to any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent . NFB shall have received a certificate to the foregoing effect signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial or principal accounting officer of the Company, dated the Effective Date, to the foregoing effect.JSB; (b) Parent all action required to be taken by, or on the part of, JSB and JSB Bank to authorize the execution, delivery and performance of this Agreement and the consummation by JSB and JSB Bank of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of JSB or JSB Bank, as the case may be, and NFB shall have received certified copies of the resolutions evidencing such authorization; (c) JSB shall have obtained the consent, waiver or approval of each person (other than the regulatory approvals or consents referred to in Section 5.1(b)) whose consent, waiver or approval shall be required in order to consummate the Merger or the Bank Merger or to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of JSB or its Subsidiaries under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument to which JSB or its Subsidiaries is a written opinionparty or is otherwise bound, except those for which failure to obtain such consents, waivers and approvals would not, individually or in the aggregate, have a Material Adverse Effect on NFB (after giving effect to the consummation of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby; (d) NFB shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence and good standing of JSB and JSB Bank; and (e) NFB shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP ("Skadden"), counsel to NFB, dated as of the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance reasonably satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXCNFB, in form and substance satisfactory to Parent, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will constitute be treated for federal income tax purposes as a reorganization within the meaning of Section 368 368(a) of the Code. In rendering its opinion, Skadden may require and rely upon, in addition to the review of such matters of fact and law as Skadden considers appropriate, representations and covenants, including those contained in certificates of officers of NFB, NFB Bank, JSB, JSB Bank and others, reasonably satisfactory in form and substance to Skadden. Section 5.3 Conditions to the Obligations of JSB and JSB Bank. The obligations of JSB and JSB Bank to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by JSB: (a) each of the obligations of NFB and NFB Bank, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of NFB and NFB Bank contained in this Agreement shall be true and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). JSB shall have received a certificate to the foregoing effect signed by the chief executive officer and the chief financial or principal accounting officer of NFB; (b) all action required to be taken by, or on the part of, NFB and NFB Bank to authorize the execution, delivery and performance of this Agreement and the consummation by NFB and NFB Bank of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of NFB or NFB Bank, as the case may be, and JSB shall have received certified copies of the resolutions evidencing such authorization; (c) NFB shall have obtained the consent, waiver or approval of each person (other than the governmental approvals or consents referred to in Section 5.1(b)) whose consent, waiver or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument to which NFB or its Subsidiaries is a party or is otherwise bound, except those for which failure to obtain such consents, waivers and approvals would not, individually or in the aggregate, have a Material Adverse Effect on NFB (after giving effect to the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby; (d) JSB shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence and good standing of NFB and NFB Bank; and (e) JSB shall have received an opinion of Xxxxxxx Xxxxxxxx & Wood ("Xxxxxxx Xxxxxxxx"), counsel to JSB, dated as of the Effective Date, in form and substance reasonably satisfactory to JSB, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. In rendering its opinion, Xxxxxxx Xxxxxxxx may require and rely upon, in addition to the review of such matters of fact and law as Xxxxxxx Xxxxxxxx considers appropriate, representations and covenants, including those contained in certificates of officers of NFB, NFB Bank, JSB, JSB Bank and others, reasonably satisfactory in form and substance to Xxxxxxx Xxxxxxxx.

CONDITIONS TO CONSUMMATION. SECTION 6.1. Conditions to All Parties' Obligations. (A) The respective obligations of Parent Synovus and the Company of Merit to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time Date of the following conditions: (a1) The the Plan and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company and Parent Merit in accordance with their respective articles applicable law and Merit shall have furnished to Synovus certified copies of incorporation and applicable law.resolutions duly adopted by Merit's shareholders evidencing the same; (b2) Parent, the Company procurement by Synovus and each Merit of their respective subsidiaries shall have procured, if required in the opinion approval of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by the Board of Governors and by the Georgia Department; (i3) the appropriate State Regulators, and (ii) the Federal Reserve Board, and all applicable statutory waiting periods shall have expired; and the parties shall have procured procurement of all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , and approvals which are necessary or appropriate for to the consummation of the transactions contemplated by the Plan; provided, however, that no approval, approval or consent or waiver referred to in Paragraphs (A)(2) and (A)(3) of this Section 6.1(b) Article V shall be deemed to have been received if it shall include any condition conditions or requirement that, individually requirements (other than conditions or requirements which are customarily included in such an approval or consent) which would have such a material adverse impact on the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, economic or business benefits of the Company or their respective subsidiaries transactions contemplated hereby as to (x) dispose of any asset which is material to Parent or render inadvisable the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence consummation of the Merger and in the reasonable opinion of the Board of Directors of Synovus or Merit; (4) the satisfaction of all other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies statutory or (iii) would reduce regulatory requirements which are necessary to the benefits consummation of the transactions contemplated by the Plan to Parent in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof.Plan; (c5) The S-4 no party hereto shall be subject to any order, decree or injunction or any other action of a United States federal or state court of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; (6) no party hereto shall be subject to any order, decree or injunction or any other action of a United States federal or state governmental, regulatory or administrative agency or commission permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; (7) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC., and Synovus shall have received all state securities law and "Blue Sky" permits, approvals, qualifications or exemptions necessary to consummate the transactions contemplated hereby; (d8) each party shall have received an opinion ("Tax Opinion") Parent from KPMG LLP, certified public accountants ("KPMG"), updated as of the Effective Date, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code and that, accordingly: (i) no gain or loss will be recognized by Synovus or Merit as a result of the Company Merger; and (ii) no gain or loss will be recognized by the shareholders of Merit who exchange their shares of Merit Common Stock solely for shares of Synovus Common Stock pursuant to the Merger; (9) each party shall each have delivered to the other party a certificate, dated as of the Effective Date, signed by its Chairman of the Board, or its Chief Financial Officer, and by its Controller to the effect that, to the best knowledge and belief of such officers, the statement of facts and representations made on behalf of the management of such party, presented to KPMG in delivering the Tax Opinion, were at the date of such presentation true, correct and complete. Each party shall have received a copy of the Tax Opinion referred to in Paragraph (A)(8) of this Article V; and (10) Synovus shall have received a letter dated as of the Effective Date from their respective KPMG, its independent accountants addressed to Parent or the Company, as the case may becertified public accountants, to the effect that the Merger will qualify for "pooling of interests" interests accounting treatment. Prior to the receipt of said letter, Synovus and Merit shall have received a letter from PricewaterhouseCoopers LLP, Merit's certified public accountants, stating that Merit meets the criteria for pooling of interests accounting treatment. (eB) All other requirements prescribed by law which are necessary to the consummation The obligation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (g) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger or any other transaction contemplated by this Plan. SECTION 6.2. Conditions to the Obligations of Parent. The obligations of Parent Synovus to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time Date of the following additional conditions: (a1) Each each of the representations representations, warranties and warranties covenants contained herein of the Company contained in this Plan shall have been true on the date hereof and Merit shall be true on, or complied with by, the Effective Date in all material respects on the Effective Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants ) and agreements contained in this Plan; and Parent Synovus shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the CompanyMerit, dated the Effective Date, to such effect; (2) there shall be no discovery of facts, or actual or threatened causes of action, investigations or proceedings by or before any court or other governmental body that relates to or involves either Merit or its Subsidiaries: (a) which, in the foregoing effect. reasonable judgment of Synovus, would have a Material Adverse Effect upon Merit or the consummation of the transactions contemplated by this Agreement; (b) Parent shall have received a written opinion, dated that challenges the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to validity or legality of this Agreement or the Company, in form and substance satisfactory to Parent. consummation of the transactions contemplated by this Agreement; or (c) Parent that seeks to restrain or invalidate the consummation of the transactions contemplated by this Agreement or seeks damages in connection therewith; (3) Synovus shall not have received a written opinion from Dykexx Xxxsxxx XXXClearned of any fact or condition with respect to the business, properties, assets, liabilities, deposit relationships or earnings of Merit which, in form and substance satisfactory to Parentthe reasonable judgment of Synovus, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 is materially at variance with one or more of the Code.warranties or representations set forth in this Agreement or which, in the reasonable judgment of Synovus, has or will have a Material Adverse Effect on Merit;

CONDITIONS TO CONSUMMATION. SECTION 6.1. Conditions to All Parties' Obligations. (A) The respective obligations of Parent Synovus and the Company of United to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time Date of the following conditions: (a1) The the Plan and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company and Parent United in accordance with their respective articles applicable law and United shall have furnished to Synovus certified copies of incorporation and applicable law.resolutions duly adopted by United's shareholders evidencing the same; (b2) Parent, the Company procurement by Synovus and each United of their respective subsidiaries shall have procured, if required in the opinion approval of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by the Board of Governors, the Georgia Department and by the Florida Department; (i3) the appropriate State Regulators, and (ii) the Federal Reserve Board, and all applicable statutory waiting periods shall have expired; and the parties shall have procured procurement of all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , and approvals which are necessary or appropriate for to the consummation of the transactions contemplated by the Plan; provided, however, that no approval, approval or consent or waiver referred to in Paragraphs (A)(2) and (A)(3) of this Section 6.1(b) Article V shall be deemed to have been received if it shall include any condition conditions or requirement that, individually requirements (other than conditions or requirements which are customarily included in the aggregate, (isuch an approval or consent which do not have a Material Adverse Effect) which would result in have such a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company economic or their respective subsidiaries business benefits of the transactions contemplated hereby as to (x) dispose of any asset which is material to Parent or render inadvisable the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence consummation of the Merger and in the reasonable opinion of the Board of Directors of Synovus or United; (4) the satisfaction of all other transactions contemplated by this Planstatutory or regulatory requirements, would in Parent's judgment be materially burdensome in light including the requirements of Parent's capital raising policies NASDAQ, NYSE or (iii) would reduce other self regulatory organizations, which are necessary to the benefits consummation of the transactions contemplated by the Plan to Parent in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof.Plan; (c5) The S-4 no party hereto shall be subject to any order, decree or injunction or any other action of a United States federal or state court of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; (6) no party hereto shall be subject to any order, decree or injunction or any other action of a United States federal or state governmental, regulatory or administrative agency or commission restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; (7) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC., and Synovus shall have received all state securities law and "Blue Sky" permits, approvals, qualifications or exemptions necessary to consummate the transactions contemplated hereby; (d) Parent and the Company 8) each party shall each have received a letter an opinion ("Tax Opinion") from their respective independent KPMG LLP, certified public accountants addressed to Parent or ("KPMG"), updated as of the Company, as the case may beEffective Date, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code and that, accordingly: (i) no gain or loss will be recognized by Synovus or United for federal, Florida and Georgia income tax purposes as a result of the Merger; (ii) no gain or loss will be recognized for federal or Georgia income tax purposes by the shareholders of United who exchange their shares of United Common Stock (including shares of convertible preferred stock which shall be converted into shares of United Common Stock on the Effective Date) solely for shares of Synovus Common Stock pursuant to the Merger; and (iii) no gain or loss will be recognized for federal income tax purposes by the holders of the United Stock Options upon exchange for Synovus Stock Options upon the Merger, and the Synovus Stock Options issued in exchange for United Stock Options which qualify as incentive stock options under section 422 of the Code, will, as exchanged for Synovus Stock Options, continue to qualify as incentive stock options for purposes of section 422 of the Code and the Merger transaction and issuance of the Synovus Stock Options in exchange will not constitute a disposition or the granting of a new incentive stock option for purposes of section 422 of the Code; (9) each party shall have delivered to the other party a certificate, dated as of the Effective Date, signed by its Chief Executive Officer and its Chief Financial Officer, to the effect that, to the best knowledge and belief of such officers, the statement of facts and representations made on behalf of the management of such party, presented to KPMG in delivering the Tax Opinion, were at the date of such presentation true, correct and complete. Each party shall have received a copy of the Tax Opinion referred to in Paragraph (A)(8) of this Article V; (10) Synovus shall have assumed all obligations of United under the Indenture (the "pooling Indenture"), dated as of interests" accounting treatmentDecember 16, 1998, entered into between United, as the Company, and Wilmington Trust Company, a Delaware banking corporation, as Trustee, as provided for in Section 12.1 Article XII, and other applicable provisions of the Indenture, and shall have executed and delivered a supplemental indenture in form satisfactory to the Trustee as provided for in Article XII of the Indenture; and (11) Synovus shall have assumed all obligations of United under the Indenture (the "Second Indenture"), dated as of December 18, 2001, entered into between United, as Issuer, and State Street Bank and Trust Company of Connecticut, National Association, as Trustee, as provided for in Section 3.7, Article XI, and other applicable provisions of the Second Indenture, and shall have executed and delivered a supplemental indenture in form satisfactory to the Trustee as provided for in Article XI of the Second Indenture. (eB) All other requirements prescribed by law which are necessary to the consummation The obligation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (g) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger or any other transaction contemplated by this Plan. SECTION 6.2. Conditions to the Obligations of Parent. The obligations of Parent Synovus to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time Date of the following additional conditions: (a1) Each each of the representations representations, warranties and warranties covenants contained herein of the Company contained in this Plan shall have been true on the date hereof and United shall be true on, or complied with by, the Effective Date in all material respects on the Effective Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants ) and agreements contained in this Plan; and Parent Synovus shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the CompanyUnited, dated the Effective Date, to the foregoing such effect.; (b2) Parent there shall be no discovery of facts, or actual or threatened causes of action, investigations or proceedings by or before any court or other governmental body that relates to or involves either United or its Subsidiaries: (i) which, in the reasonable judgment of Synovus, would have received a written opinionMaterial Adverse Effect on, dated or which may be foreseen to have Material Adverse Effect on, either United or the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel consummation of the transactions contemplated by this Agreement; (ii) that challenges the validity or legality of this Agreement or the consummation of the transactions contemplated by this Agreement; or (iii) that seeks to restrain or invalidate the consummation of the transactions contemplated by this Agreement or seeks damages in connection therewith; (3) Synovus shall not have learned of any fact or condition with respect to the Companybusiness, properties, assets, liabilities, deposit relationships or earnings of United which, in form and substance satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXCthe reasonable judgment of Synovus, is materially at variance with one or more of the warranties or representations set forth in this Agreement or which, in form and substance satisfactory to Parentthe reasonable judgment of Synovus, to the effect that the Merger has or will constitute have a reorganization within the meaning of Section 368 of the Code.Material Adverse Effect on United;

CONDITIONS TO CONSUMMATION. SECTION 6.1. Section 5.01 Conditions to All Parties' Each Party's Obligations. The respective obligations of Parent and the Company each party to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time fulfillment of the following conditions: (a) The Plan and the transactions contemplated hereby this Agreement shall have been approved by the requisite vote of the shareholders of the Company and Parent Continental's stockholders in accordance with their respective articles of incorporation and applicable law.; (b) Parent, the Company and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the all necessary regulatory or governmental approvals, consents or waivers with respect required to the Plan and consummate the transactions contemplated hereby by (i) the appropriate State Regulators, shall have been obtained and (ii) the Federal Reserve Board, shall remain in full force and effect and all applicable statutory waiting periods in respect thereof shall have expired; and the parties shall have procured all other regulatory approvalsconsents, consents or waivers and approvals of governmental authorities or other persons that, in the opinion of counsel for Parent , any third parties which are necessary or appropriate for to permit the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies hereby shall have been obtained or (iii) would reduce made except for those the benefits of the transactions contemplated by the Plan failure to Parent in so significant a manner that Parent, in its judgment, obtain would not have entered into this Plan had such a Material Adverse Effect (i) on Continental and its subsidiaries taken as a whole or (ii) on Reliance and its Subsidiaries taken as a whole. None of the approvals or waivers referred to herein shall contain any term or condition which would have a Material Adverse Effect on (x) Continental and its Subsidiaries taken as a whole or requirement been known at the date hereof.(y) Reliance and its Subsidiaries taken as a whole; (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby.Merger; (gd) No no statute, rule, rule or regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger Merger; (e) the Registration Statement shall have been declared effective by the SEC and no proceedings shall be pending or any other transaction threatened by the SEC to suspend the effectiveness of the Registration Statement; all required approvals by state securities or "blue sky" authorities with respect to the transactions contemplated by this PlanAgreement shall have been obtained; (f) Reliance shall have received the agreement referred to in Section 4.12 from each affiliate of Continental; and (g) Reliance shall have received all state securities laws and "blue sky" permits and other authorizations necessary to consummate the transactions contemplated hereby. SECTION 6.2. Section 5.02 Conditions to the Obligations of ParentReliance and Reliance Bank Under this Agreement. The obligations of Parent Reliance and Reliance Bank to effect the Merger shall be further subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions, any one or more of which may be waived by Reliance: (a) Each each of the obligations of Continental required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of the Company Continental contained in this Plan shall have been true on the date hereof and Agreement shall be true in all material respects on and correct, subject to Sections 2.01 and 2.02, as of the date of this Agreement and as of the Effective Date Time as if though made on such date at and as of the Effective Time (or on the date when made in the case of except as to any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent . Reliance shall have received a certificate to the foregoing effect signed by the Chief Executive Officer president and the Chief Financial Officer chief financial or principal accounting officer of the Company, dated the Effective Date, to the foregoing effect.Continental; (b) Parent all action required to be taken by, or on the part of, Continental to authorize the execution, delivery and performance of this Agreement and the consummation by Continental of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Continental, and Reliance shall have received certified copies of the resolutions evidencing such authorization; (c) Reliance shall have received certificates (such certificates to be dated as of a written opinion, dated day as close as practicable to the Effective Date, date of the Closing) from McCarty, Curry, Wydexxx, Xxetxxx appropriate authorities as to the good standing of Continental; (d) Reliance shall have received an opinion of Xxxxxxx Xxxxxxxx & Xaak, XXPXxxx, counsel to Reliance, dated as of the Company, Effective Date in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXCReliance, in form and substance satisfactory to Parent, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will constitute be treated for federal income tax purposes as a reorganization within the meaning of Section 368 368(a) of the CodeCode and that accordingly: (i) No gain or loss will be recognized by Reliance, Reliance Bank or Continental as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in Reliance Common Stock, no gain or loss will be recognized by the stockholders of Continental who exchange their Continental Stock for Reliance Common Stock pursuant to the Merger; (iii) The tax basis of Reliance Common Stock received by stockholders who exchange their Continental Common Stock for Reliance Common Stock in the Merger will be the same as the tax basis of Continental Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of Reliance Stock received by each stockholder in the Merger will include the holding period of Continental Common Stock exchanged therefor, provided that such stockholder held such Continental Common Stock as a capital asset on the date of the Merger. Such opinion may be based on, in addition to the review of such matters of fact and law as Xxxxxxx Xxxxxxxx & Wood considers appropriate, (i) representations made at the request of Xxxxxxx Xxxxxxxx & Xxxx by Reliance, Reliance Bank, Continental, stockholders of Reliance or Continental, or any combination of such persons and (ii) certificates provided at the request of Xxxxxxx Xxxxxxxx & Wood by officers of Reliance, Reliance Bank, Continental and other appropriate persons; (e) Continental shall have caused to be delivered to Reliance "cold comfort" letters or letters of procedures from Continental's independent certified public accountants, dated (i) the date of the mailing of the Proxy Statement to Continental's stockholders and (ii) a date not earlier than five business days preceding the date of the Closing and addressed to Reliance, concerning such matters as are customarily covered in transactions of the type contemplated hereby; and (f) Each Named Individual receiving payment under any of the Specified Compensation and Benefit Programs referred to in Section 4.03(b) shall have executed and delivered to Reliance a Release.

CONDITIONS TO CONSUMMATION. SECTION 6.1. Conditions to All Parties' Obligations. The respective obligations of Parent and the Company parties to effect consummate the Merger Consolidation as provided herein shall be subject to conditioned upon the satisfaction or waiver prior to the Effective Time of the following conditionsfollowing: (a) The Plan and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company and Parent in accordance with their respective articles of incorporation and applicable law. (b) Parent, the Company and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by (i) the appropriate State Regulators, and (ii) the Federal Reserve Board, and all applicable statutory waiting periods shall have expired; and the parties shall have procured received all other regulatory approvalsconsents, consents or waivers orders, and approvals and satisfaction of governmental authorities or other persons that, in the opinion of counsel for Parent , are necessary or appropriate for the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies or (iii) would reduce the benefits of the transactions contemplated by the Plan to Parent in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof. (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All all other requirements prescribed by law which are necessary to for the consummation of the transactions contemplated by this Plan Consolidation, including without limitation, the approval of the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, and the Texas Banking Commissioner; (b) the holders of at least two thirds of the outstanding shares of Existing Bank Common Stock and the Other Bank Common Stock shall have been satisfied.approved the Consolidation and ratified and adopted the Consolidation Agreement; (fc) No party hereto there shall not be subject to in effect any order, decree decree, or injunction judgment of a any court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation prohibiting or materially changing the terms of the transactions contemplated hereby.; there shall be no threatened or pending action, proceeding or investigation which seeks to prohibit or materially change the terms of the transactions contemplated hereby or impose criminal or civil liability upon Existing Bank, Other Bank or the Corporation; provided, however, that no party shall decline to proceed with the Closing pending final resolution thereof without exercising reasonable efforts promptly to determine, jointly with the other parties, the merits thereof and the likelihood of an adverse determination in such proceeding; (d) no change shall have occurred or been threatened (or any development shall have occurred or been threatened involving a prospective change) in the business, financial condition, operations or prospects of the Existing Bank that has or may reasonably be expected to have a Material Adverse Effect on the operations of Existing Bank; (e) the Corporation shall have issued at least 6,000,000 shares of Corporation Common Stock at $12.50 per share pursuant to its private offering; (f) the Existing Bank shall have received an opinion from The Bank Advisory Group, Inc., or another investment banking firm engaged in the business of giving such opinions, that the consideration to be received by the holders of the Existing Bank Common Stock in connection with the consolidation is fair, from a financial point of view, and such opinion shall remain outstanding as of the Closing Date; and (g) No statute, rule, regulation, order, injunction or decree the holders of the Existing Bank Options shall have been enacted, entered, promulgated, interpreted, applied or enforced by exchanged such options for shares of Corporation Common Stock and terminated any governmental authority which prohibits, restricts or makes illegal consummation right to acquire shares of the Merger or any other transaction contemplated by this PlanExisting Bank Common Stock. SECTION 6.2. Conditions to the Obligations of Parent. The obligations of Parent to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions: (a) Each of the representations and warranties of the Company contained in this Plan shall have been true on the date hereof and shall be true in all material respects on the Effective Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Effective Date, to the foregoing effect. (b) Parent shall have received a written opinion, dated the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXC, in form and substance satisfactory to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code.

CONDITIONS TO CONSUMMATION. SECTION 6.1Section 5.1. Conditions to All Parties' Each Party's Obligations. The respective -------------------------------------- obligations of Parent and the Company each party to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan and the transactions contemplated hereby This Agreement shall have been approved by the requisite vote of the shareholders of the Company and Parent MBLA's stockholders in accordance with their respective articles of incorporation applicable laws and applicable lawregulations. (b) ParentThe Requisite Regulatory Approvals, the Company consent of the OTS and each of their respective subsidiaries shall have procured, if any other required in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan this Agreement and the transactions contemplated hereby by (i) the appropriate State Regulators, shall have been obtained and (ii) the Federal Reserve Boardshall remain in full force and effect, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvalsconsents, consents or waivers and approvals of governmental authorities or other persons that, in the opinion of counsel for Parent , any third parties which are necessary or appropriate for to permit the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, hereby shall have been obtained or made except for those the failure to obtain would in Parent's judgment be materially burdensome in light of Parent's capital raising policies not have a Material Adverse Effect (i) on MBLA and its Subsidiaries taken as a whole or (iiiii) on Citizens and its Subsidiaries taken as a whole. No such approval or consent shall have imposed any condition or requirement that would reduce so materially and adversely impact the economic or business benefits to Citizens or MBLA of the transactions contemplated by the Plan to Parent in so significant a manner that Parenthereby that, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereofknown, such party would not, in its reasonable judgment, have entered into this Agreement. (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree decree, ruling or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger, the Bank Merger or any other 44 50 transaction transactions contemplated by this Plan, Agreement and no litigation Governmental Entity shall have instituted any proceeding for the purpose of enjoining or proceeding shall be pending against Parent or prohibiting the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the Merger, the Bank Merger or any transactions contemplated herebyby this Agreement. (gd) No statute, rule, regulation, order, injunction rule or decree regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger, the Bank Merger or any other transaction transactions contemplated by this PlanAgreement. SECTION 6.2Section 5.2. Conditions to the Obligations of ParentCitizens and Citizens ------------------------------------------------------ Bank. The obligations of Parent Citizens and Citizens Bank to effect the Merger, the ---- Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions: (a) Each of the obligations of MBLA and Macon Building & Loan, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of the Company MBLA and Macon Building & Loan contained in this Plan shall have been true on the date hereof and Agreement shall be true in all material respects on and correct, subject to SECTIONS 2.1 and 2.2, as of the date of this Agreement and as of the Effective Date Time as if though made on such date at and as of the Effective Time (or on the date when made in the case of except as to any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent Citizens shall have received a certificate to the foregoing effect signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial or principal accounting officer of the Company, dated the Effective Date, to the foregoing effectMBLA. (b) Parent shall have received a written opinion, dated On the Effective Closing Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to Dissenters' Shares shall not constitute more than 10% of the Company, in form and substance satisfactory to Parentoutstanding shares of MBLA Common Stock. (c) Parent Citizens shall have received the opinion of counsel to MBLA and Macon Building & Loan with respect to those matters set forth on Exhibit B hereto in form and substance reasonably satisfactory to Citizens. (d) On the Closing Date, Macon Building & Loan's allowance for loan losses shall be not less than $700,000. (e) On the Closing Date, Citizens shall have received a written statement from each of Muxxxxx, Xxxxxx & Faxxxxxx XLP, and Manchester Partners, L.L.C. setting forth the total fees paid or payable with respect to all legal or financial advisory services, as the case may be, rendered in connection with this Agreement and the transactions contemplated hereby. Section 5.3. Conditions to the Obligations of MBLA and Macon ----------------------------------------------- Building & Loan. The obligations of MBLA and Macon Building & Loan to effect the --------------- Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction of the following additional conditions: (a) Each of the obligations of Citizens and Citizens Bank, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of Citizens and Citizens Bank contained in this Agreement shall be true and correct, subject to SECTIONS 2.1 and 2.2, as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date), and MBLA shall have received a certificate to the foregoing effect signed by the chief executive officer and the chief financial or principal accounting officer of Citizens. (b) Citizens shall have provided to the Exchange Agent sufficient cash to pay the aggregate Merger Consideration and MBLA shall have received a certificate from the Exchange Agent to such effect. (c) MBLA shall have received the opinion from Dykexx Xxxsxxx XXXC, of counsel to Citizens and Citizens Bank with respect to those matters set forth on Exhibit C hereto in form and substance reasonably satisfactory to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the CodeMBLA.

CONDITIONS TO CONSUMMATION. SECTION 6.1. Conditions to All Parties' Obligations. (A) The respective obligations of Parent First South and the Company First Bank and of MBI and BOM to effect the Merger and the Bank Merger shall be subject to the satisfaction or waiver prior to the Effective Time Date of the following conditions: (a1) The the Plan and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company and Parent MBI in accordance with their respective articles of incorporation and applicable law., and MBI shall have furnished to First South certified copies of resolutions duly adopted by MBI's shareholders evidencing the same; (b2) Parent, the Company and each procurement of their respective subsidiaries shall have procured, if required in the opinion approval of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by (i) the appropriate State RegulatorsBoard of Governors, the Tennessee Department, the FDIC and (ii) the Federal Reserve Board, and all any other applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , are necessary or appropriate for the consummation of the transactions contemplated by the PlanRegulatory Authorities; provided, however, that no approval, approval or consent or waiver referred to in this Section 6.1(bParagraph (A)(2) of this Article VI shall be deemed to have been received if it shall include any condition conditions or requirement that, individually requirements (other than conditions or requirements that First South increase its regulatory capital levels (in terms of amount(s) and/or ratio(s)) prior to consummating the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent Merger or the CompanyBank Merger, (yor such other conditions or requirements which are customarily included in such an approval or consent) materially restrict which would have such a material adverse impact on the economic or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies or (iii) would reduce the benefits of the transactions contemplated by hereby as to render inadvisable the Plan to Parent consummation of the Merger or the Bank Merger in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof.opinion of the Board of Directors of First South; (c3) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness satisfaction of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated all other statutory or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other regulatory requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied.the Plan; (f4) No no party hereto shall be subject to any order, decree or injunction or any other action of a United States federal or state court or agency of competent jurisdiction which enjoins permanently restraining, enjoining or prohibits otherwise prohibiting the consummation of the Merger transactions contemplated by this Agreement; and (5) no party hereto shall be subject to any order, decree or injunction or any other 44 50 transaction action of a United States federal or state governmental, regulatory or administrative agency or commission permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated herebyAgreement. (gB) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation The obligation of the Merger or any other transaction contemplated by this Plan. SECTION 6.2. Conditions to the Obligations of Parent. The obligations of Parent First South and First Bank to effect the Merger and the Bank Merger shall be subject to the satisfaction or waiver prior to the Effective Time Date of the following additional conditions: (a1) Each of the obligations and covenants of MBI and BOM required by this Agreement to be performed at or prior to the Closing Date shall have been duly performed and complied with in all material respects; (2) Each of the representations and warranties of the Company MBI and BOM contained in this Plan shall have been true on the date hereof and herein shall be true and correct in all material respects on as of the Effective Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); , provided that this Paragraph (B)(2) shall be deemed satisfied unless the Company shall have performedfailure of such representation or warranty to be so true and correct constitute, individually or in all material respectsthe aggregate, each of its covenants and agreements contained in this Plan; and Parent a Material Adverse Effect on MBI or BOM or First South or First Bank; (3) First South shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the CompanyMBI, dated the Effective Date, as to the foregoing effect.compliance with Paragraphs (B)(1) and (2); (b4) Parent shall have received a written opinion, dated on the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form MBI and substance satisfactory to Parent.BOM will have Compliance Ratings and Community Reinvestment Act Ratings of at least "Satisfactory"; (c5) Parent on the Effective Date, MBI and BOM will have a loan loss reserve of at least 0.90% of loans and which will be adequate in all material respects under generally accepted accounting principles applicable to banks; (6) MBI shall have received delivered to First South the environmental reports referenced in Paragraph (A)(13) of Article V; (7) there shall have been no adverse change in the overall composite CAMELS Rating of MBI or its Subsidiaries occurring between the date hereof and the Effective Date; (8) each of the officers and directors of MBI shall have delivered a written opinion from Dykexx Xxxsxxx XXXC, in form and substance satisfactory letter to Parent, First South to the effect that such person is not aware of any claims he might have against MBI, except as disclosed therein, other than routine compensation, benefits and the Merger will constitute like as an employee, or ordinary rights as a reorganization within the meaning of Section 368 of the Code.customer; and

CONDITIONS TO CONSUMMATION. SECTION 6.1Section 5.1. Conditions to All Parties' Each Party's Obligations. The respective obligations of Parent and the Company each party to effect the Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan this Agreement shall have been approved by (i) the requisite vote of Haven's stockholders in accordance with applicable law and regulations and (ii) the requisite vote of Queens' stockholders in accordance with applicable law and regulations; (b) (i) the Requisite Regulatory Approvals and any necessary regulatory consents and waivers with respect to this Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company obtained and Parent shall remain in accordance with their respective articles of incorporation full force and applicable law. (b) Parent, the Company and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by (i) the appropriate State Regulators, and (ii) the Federal Reserve Boardeffect, and all applicable statutory waiting periods in respect thereof shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , are necessary or appropriate for the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parentall other consents, the Company or their respective subsidiaries to (x) dispose waivers and approvals of any asset third parties which is material are necessary to Parent or permit the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence consummation of the Merger and the other transactions contemplated by this Planhereby (the "Third Party Non-Regulatory Consents") shall have been obtained or made except for those Third Party Non-Regulatory Consents the failure to obtain would not have, or would in Parent's judgment not be materially burdensome in light of Parent's capital raising policies reasonably likely to have, a Material Adverse Effect (x) on Haven and its Subsidiaries taken as a whole or (iiiy) on Queens and its Subsidiaries taken as a whole. None of the approvals or waivers referred to herein shall contain any term or condition which (A) would reduce have, or would be reasonably likely to have, a Material Adverse Effect on (x) Haven and its Subsidiaries taken as a whole or (y) Queens and its Subsidiaries taken as a whole; or (B) which would reduce, or would be reasonably likely to reduce, the benefits of the transactions contemplated by hereby to such a degree that the Plan to Parent in so significant a manner that ParentBoard of Directors of Queens determines, in its judgmentreasonable good faith judgement, that Queens would not have entered into this Plan Agreement had such term or condition or requirement been known at the date hereof. (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction transactions contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby.Agreement; (gd) No no statute, rule, regulation, order, injunction rule or decree regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority Governmental Entity which prohibits, restricts or makes illegal consummation of the Merger or any other transaction transactions contemplated by this PlanAgreement; (e) the Registration Statement shall have been declared effective by the SEC, and no proceedings shall be pending or threatened by the SEC to suspend the effectiveness of the Registration Statement; all required approvals by state securities or "blue sky" authorities with respect to the transactions contemplated by this Agreement shall have been obtained; (f) Queens shall have caused to be listed on the Nasdaq Stock Market, or on such other market on which shares of Queens Common Stock shall then be trading, subject only to official notice of issuance, the shares of Queens Common Stock to be issued by Queens in exchange for the shares of Haven Common Stock. SECTION 6.2Section 5.2. Conditions to the Obligations of ParentQueens. The obligations of Parent Queens to effect the Merger Merger, and any other transactions contemplated by this Agreement shall be further subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions, any one or more of which may be waived by Queens: (a) Each each of the obligations of Haven required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and the representations and warranties of the Company Haven contained in this Plan shall have been true on the date hereof and Agreement shall be true in all material respects on and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Date Time as if though made on such date at and as of the Effective Time (or on the date when made in the case of except as to any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent . Queens shall have received a certificate to the foregoing effect signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial or principal accounting officer of the Company, dated the Effective Date, to the foregoing effect.Haven; (b) Parent all action required to be taken by, or on the part of, Haven to authorize the execution, delivery and performance of this Agreement and the consummation by Haven of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Haven, as the case may be, and Queens shall have received certified copies of the resolutions evidencing such authorization; (c) Haven shall have obtained the consent or approval of each person (other than the regulatory approvals or consents referred to in Section 5.1(b)) whose consent or approval shall be required in order to consummate the Merger or to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of Haven or its Subsidiaries under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument to which Haven or its Subsidiaries is a written opinionparty or is otherwise bound. (d) Neither a Distribution Date nor a Shares Acquisition Date, as such terms are defined in Haven Rights Agreement, shall have occurred, and Haven Preferred Share Purchase Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation of the Merger, and Haven Preferred Share Purchase Rights shall not become exercisable for capital stock of Queens upon consummation of the Merger. (e) Queens shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence and good standing of Haven; (f) Queens shall have received an opinion of Xxxxxxxx & Xxxxxxxx, counsel to Queens, dated as of the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXCQueens, in form and substance satisfactory to Parent, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will constitute be treated for federal income tax purposes as a reorganization within the meaning of Section 368 368(a) of the CodeCode and that accordingly: (i) no gain or loss will be recognized by Queens, Queens Bank, Haven or CFS Bank as a result of the Merger; and (ii) except to the extent of any cash received in lieu of a fractional share interest in Queens Common Stock, no gain or loss will be recognized by the stockholders of Haven who exchange their Haven Common Stock for Queens Common Stock pursuant to the Merger. Such opinion may be based on, in addition to the review of such matters of fact and law as Xxxxxxxx & Xxxxxxxx considers appropriate, (x) representations made at the request of Xxxxxxxx & Xxxxxxxx by Queens, Queens Bank, Haven, CFS Bank, stockholders of Queens or Haven, or any combination of such persons and (y) certificates provided at the request Xxxxxxxx & Xxxxxxxx by officers of Queens, Queens Bank, Haven, CFS Bank and other appropriate persons.

CONDITIONS TO CONSUMMATION. SECTION 6.1. Conditions to All Parties' Obligations. (A) The respective obligations of Parent FHNC and the Company Seller to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a1) The Plan This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company and Parent Seller in accordance with their respective articles of incorporation and applicable law.Applicable Law; (b2) Parent, the Company and each The procurement of their respective subsidiaries shall have procured, if required in the opinion approval of counsel for Parent, the approvals, consents or waivers with respect to the Plan this Agreement and the transactions contemplated hereby by (i) the appropriate State Regulators, and (ii) the Federal Reserve Board, the OCC, and all applicable the expiration of any statutory waiting periods shall have expired; and the parties shall have procured periods; (3) Procurement of all other regulatory approvalsconsents and approvals (including, without limitation, any required consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , approvals from state banking authorities) which are necessary or appropriate for to the consummation of the transactions contemplated by the Planthis Agreement; provided, however, that no approval, approval or consent or waiver referred to in this Section 6.1(bArticle V(A)(2) and (A)(3) shall be deemed to have been received if it shall include any condition conditions or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset requirements which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies or (iii) would reduce the benefits of the transactions contemplated by the Plan hereby to Parent in so significant such a manner degree that Parent, in its judgment, FHNC would not have entered into this Plan Agreement had such condition conditions or requirement requirements been known at the date hereof.; (c4) The S-4 On the date of approval of this Agreement by its directors, Seller shall have become effective under received the Securities Act and no stop order suspending the effectiveness opinion of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the CompanyBurke Capital Group, as the case may beL.L.C., to xx the effect that in the Merger will qualify for "pooling opinion of interests" accounting treatment.such firm, the terms of the transaction are fair to the shareholders of Seller from a financial point of view; (e5) All The satisfaction of all other requirements prescribed by law Applicable Law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied.Agreement; (f6) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby.Merger; (g7) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied promulgated or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger or which imposes restrictions, conditions or requirements on consummation of the Merger which would reduce the benefits of the Merger to such a degree that FHNC or Seller would not have entered into this Agreement had such conditions or requirements been known at the date hereof; (8) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC; and (9) FHNC's legal counsel shall have delivered its opinion dated as of the Effective Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that, accordingly: (i) no gain or loss will be recognized by FHNC or Seller as a result of the Merger, (ii) no gain or loss will be recognized by the shareholders of Seller who exchange their shares of Seller Common Stock solely for shares of FHNC Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in FHNC Common Stock); (iii) the tax basis of the shares of FHNC Common Stock received by shareholders who exchange all of their shares of Seller Common Stock solely for shares of FHNC Common Stock in the Merger will be the same as the tax basis of the shares of Seller Common Stock surrendered in exchange therefor (reduced by any other transaction contemplated by this Planamount allocable to a fractional share interest for which cash is received); and (iv) the holding period of the shares of FHNC Common Stock received in the Merger will include the period during which the shares of Seller Common Stock surrendered in exchange therefor were held, provided such shares of Seller Common Stock were held as capital assets at the Effective Time. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Seller, FHNC and others. SECTION 6.2. Conditions to the Obligations (B) The obligation of Parent. The obligations of Parent FHNC to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions: (a1) FHNC and its directors and officers who sign the Registration Statement shall have received from Seller's independent certified public accountants "cold comfort" letters, dated (i) the date of the mailing of the Proxy Statement/Prospectus to Seller's shareholders and (ii) shortly prior to the Effective Date, with respect to certain financial information regarding Seller in the form customarily issued by such accountants at such time in transactions of this type; (2) FHNC shall have received an opinion, dated the Effective Date, of Seller's counsel in the form and to the effect customarily received in transactions of this type; (3) Each of the representations representations, warranties and warranties covenants contained herein of Seller, subject to the Company contained Seller Disclosure Letter of Seller provided pursuant to Article III, shall, in this Plan shall have been true on the date hereof and shall all respects, be true in all material respects on on, or complied with by, the Effective Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); ) except (y) for breaches which singly or in the Company shall aggregate would not have performeda Material Adverse Effect, in all and (z) as to representations, warranties or covenants contained herein of Seller which do not specifically refer to Material Adverse Effect, for breaches which are not material respects, each of its covenants and agreements contained in this Plan; and Parent FHNC shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer a duly authorized officer of the CompanySeller, dated the Effective Date, to the foregoing such effect.; (b4) Parent FHNC shall have received all state securities laws and "Blue Sky" permits and other authorizations necessary to consummate the transactions contemplated hereby; (5) FHNC shall have received a Consulting Agreement executed by J. Michael Womble in the xxxx xxxxxxxx to this Agreement as EXHIBIT E; (6) FHNC shall have received an Employment Agreement executed by John F. Hall, Steve Chathxx, xxx Xxxxx Hxxxxx xx xxx form axxxxxxx xx xhis Agreement as EXHIBIT D; (7) FHNC shall have received a Non Compete Agreement executed by each of the directors of Seller, in the form attached to this Agreement as EXHIBIT F; (8) No litigation or proceeding is pending which (i) has been brought against FHNC or Seller or any of their subsidiaries by any governmental agency seeking to prevent consummation of the transactions contemplated hereby or (ii) has been brought against Seller or Seller Bank which in the reasonable judgement of management will have a Material Adverse Effect on Seller or Seller Bank; (9) Each Seller Affiliate who elects Stock Consideration shall have delivered to FHNC a written agreement reasonably satisfactory to FHNC regarding restrictions on the subsequent transfer of shares of FHNC Common Stock; and (10) On the Effective Date, Seller's shareholders' equity shall not be less than $12,000,000, (calculated without giving effect to (i) unrecognized gains or losses on "available for sale" securities as provided in FASB 115 and consistent with Seller's prior practices, (ii) Transaction Expenses, and (iii) other expenses or obligations incurred in connection with the Merger, including, but not limited to, accrual for or payment of severance benefits, prepayment of certain employee benefits and other transactions or expenses approved by FHNC). (C) The obligation of Seller to effect the Merger shall be subject to the satisfaction or prior to the Effective Time of the following additional conditions: (1) Seller shall have received an opinion, dated the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, of FHNC's counsel in the form and to the Companyeffect customarily received in transactions of this type; (2) Each of the representations, warranties and covenants contained herein of FHNC shall, in form all respects, be true on, or complied with by, the Effective Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date) except (y) for breaches which singly or in the aggregate would not have a Material Adverse Effect and substance satisfactory (z) as to Parent. (c) Parent representations, warranties or covenants contained herein of FHNC which do not specifically refer to Material Adverse Effect, for breaches which are not material and Seller shall have received a written opinion from Dykexx Xxxsxxx XXXCcertificate signed by a duly authorized officer of FHNC, in form and substance satisfactory to Parentdated the Effective Date, to the effect that the Merger will constitute a reorganization within the meaning such effect; and (3) No litigation or proceeding is pending which (i) has been brought against FHNC or Seller or any of Section 368 their subsidiaries by any governmental agency, seeking to prevent consummation of the Codetransactions contemplated hereby or (ii) in the reasonable judgment of the management will have a Material Adverse Effect on FHNC.

CONDITIONS TO CONSUMMATION. SECTION 6.1. Conditions to All Parties' Obligations6.01 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective obligations of Parent and the Company each party to effect the Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan and the transactions contemplated hereby This Agreement shall have been approved by the requisite vote of the shareholders of the Company and Parent Seller's stockholders in accordance with their respective articles of incorporation applicable laws and applicable lawregulations. (b) ParentThe Requisite Regulatory Approvals, the Company consent of the OTS and each of their respective subsidiaries shall have procured, if any other required in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan this Agreement and the transactions contemplated hereby by (i) the appropriate State Regulators, shall have been obtained and (ii) the Federal Reserve Boardshall remain in full force and effect, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvalsconsents, consents or waivers and approvals of governmental authorities or other persons that, in the opinion of counsel for Parent , any third parties which are necessary or appropriate for to permit the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, hereby shall have been obtained or made except for those the failure to obtain would in Parent's judgment be materially burdensome in light of Parent's capital raising policies not have a Material Adverse Effect (i) on Seller and its Subsidiaries taken as a whole or (iiiii) on Buyer and its Subsidiaries taken as a whole. No such approval or consent shall have imposed any condition or requirement that would reduce so materially and adversely impact the economic or business benefits to Buyer or Seller of the transactions contemplated by the Plan to Parent in so significant a manner that Parenthereby that, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereofknown, such party would not, in its reasonable judgment, have entered into this Agreement. (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree decree, ruling or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction transactions contemplated by this Plan, Agreement and no litigation Governmental Entity shall have instituted any proceeding for the purpose of enjoining or proceeding shall be pending against Parent or prohibiting the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the Merger or any transactions contemplated herebyby this Agreement. (gd) No statute, rule, regulation, order, injunction rule or decree regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger or any other transaction transactions contemplated by this PlanAgreement. SECTION 6.2. Conditions to the Obligations of Parent. The obligations of Parent to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions: (a) Each of the representations and warranties of the Company contained in this Plan shall have been true on the date hereof and shall be true in all material respects on the Effective Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Effective Date, to the foregoing effect. (b) Parent shall have received a written opinion, dated the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXC, in form and substance satisfactory to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code.

CONDITIONS TO CONSUMMATION. SECTION 6.1Section 5.1. Conditions to All Parties' Each Party's Obligations. The respective obligations of Parent and the Company each party to effect the Merger , the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan this Agreement shall have been approved by (i) the requisite vote of JSB's stockholders in accordance with applicable law and regulations and (ii) the requisite vote of NFB's stockholders in accordance with applicable law and regulations; (b) the Requisite Regulatory Approvals and any necessary regulatory consents and waivers with respect to this Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company obtained and Parent shall remain in accordance with their respective articles of incorporation full force and applicable law. (b) Parent, the Company and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by (i) the appropriate State Regulators, and (ii) the Federal Reserve Boardeffect, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , are necessary or appropriate for the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies or (iii) would reduce the benefits of the transactions contemplated by the Plan to Parent in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof.; (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby.Bank Merger; (gd) No no statute, rule, regulation, order, injunction rule or decree regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority Governmental Entity which prohibits, restricts or makes illegal consummation of the Merger or any other transaction the Bank Merger; (e) the Registration Statement shall have been declared effective by the SEC and no proceedings shall be pending or threatened by the SEC to suspend the effectiveness of the Registration Statement; all required approvals by state securities or "blue sky" authorities with respect to the transactions contemplated by this PlanAgreement shall have been obtained; and (f) NFB shall have caused to be listed on the NYSE, or on such other market on which shares of NFB Common Stock shall then be trading, subject only to official notice of issuance, the shares of NFB Common Stock to be issued by NFB in exchange for the shares of JSB Common Stock. SECTION 6.2Section 5.2. Conditions to the Obligations of ParentNFB and NFB Bank. The obligations of Parent NFB and NFB Bank to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions, any one or more of which may be waived by NFB: (a) Each each of the obligations of JSB and JSB Bank, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of the Company JSB and JSB Bank contained in this Plan shall have been true on the date hereof and Agreement shall be true in all material respects on and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Date Time as if though made on such date at and as of the Effective Time (or on the date when made in the case of except as to any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent . NFB shall have received a certificate to the foregoing effect signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial or principal accounting officer of the Company, dated the Effective Date, to the foregoing effect.JSB; (b) Parent all action required to be taken by, or on the part of, JSB and JSB Bank to authorize the execution, delivery and performance of this Agreement and the consummation by JSB and JSB Bank of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of JSB or JSB Bank, as the case may be, and NFB shall have received certified copies of the resolutions evidencing such authorization; (c) JSB shall have obtained the consent, waiver or approval of each person (other than the regulatory approvals or consents referred to in Section 5.1(b)) whose consent, waiver or approval shall be required in order to consummate the Merger or the Bank Merger or to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of JSB or its Subsidiaries under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument to which JSB or its Subsidiaries is a written opinionparty or is otherwise bound, except those for which failure to obtain such consents, waivers and approvals would not, individually or in the aggregate, have a Material Adverse Effect on NFB (after giving effect to the consummation of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby; (d) NFB shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence and good standing of JSB and JSB Bank; and (e) NFB shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP ("Skadden"), counsel to NFB, dated as of the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance reasonably satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXCNFB, in form and substance satisfactory to Parent, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will constitute be treated for federal income tax purposes as a reorganization within the meaning of Section 368 368(a) of the Code. In rendering its opinion, Skadden may require and rely upon, in addition to the review of such matters of fact and law as Skadden considers appropriate, representations and covenants, including those contained in certificates of officers of NFB, NFB Bank, JSB, JSB Bank and others, reasonably satisfactory in form and substance to Skadden. Section 5.3. Conditions to the Obligations of JSB and JSB Bank. The obligations of JSB and JSB Bank to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by JSB: (a) each of the obligations of NFB and NFB Bank, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of NFB and NFB Bank contained in this Agreement shall be true and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). JSB shall have received a certificate to the foregoing effect signed by the chief executive officer and the chief financial or principal accounting officer of NFB; (b) all action required to be taken by, or on the part of, NFB and NFB Bank to authorize the execution, delivery and performance of this Agreement and the consummation by NFB and NFB Bank of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of NFB or NFB Bank, as the case may be, and JSB shall have received certified copies of the resolutions evidencing such authorization; (c) NFB shall have obtained the consent, waiver or approval of each person (other than the governmental approvals or consents referred to in Section 5.1(b)) whose consent, waiver or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument to which NFB or its Subsidiaries is a party or is otherwise bound, except those for which failure to obtain such consents, waivers and approvals would not, individually or in the aggregate, have a Material Adverse Effect on NFB (after giving effect to the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby; (d) JSB shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence and good standing of NFB and NFB Bank; and (e) JSB shall have received an opinion of Xxxxxxx Xxxxxxxx & Wood ("Xxxxxxx Xxxxxxxx"), counsel to JSB, dated as of the Effective Date, in form and substance reasonably satisfactory to JSB, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. In rendering its opinion, Xxxxxxx Xxxxxxxx may require and rely upon, in addition to the review of such matters of fact and law as Xxxxxxx Xxxxxxxx considers appropriate, representations and covenants, including those contained in certificates of officers of NFB, NFB Bank, JSB, JSB Bank and others, reasonably satisfactory in form and substance to Xxxxxxx Xxxxxxxx.

CONDITIONS TO CONSUMMATION. SECTION 6.1. Conditions to All Parties' Obligations5.01 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective obligations of Parent and the Company each party to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time fulfillment of the following conditions, none of which may be waived: (a) The Plan this Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company and Parent Seller's stockholders in accordance with their respective articles of incorporation applicable law and applicable law.regulations; (b) Parent, the Company and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the all necessary regulatory or governmental approvals, consents or waivers with respect required to the Plan and consummate the transactions contemplated hereby by (i) the appropriate State Regulators, shall have been obtained and (ii) the Federal Reserve Board, shall remain in full force and effect and all applicable statutory waiting periods in respect thereof shall have expired; and the parties shall have procured all other regulatory permits, consents, waivers, clearances, approvals, consents authorizations of and filings with regulatory or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , bodies and any third parties which are necessary or appropriate for to permit the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, hereby shall have been obtained or made. None of the approvals or waivers referred to herein shall contain any term or condition which would in Parent's judgment be materially burdensome in light of Parent's capital raising policies have a Material Adverse Effect on (x) Seller and its Subsidiaries taken as a whole or (iiiy) would reduce the benefits of the transactions contemplated by the Plan to Parent in so significant Purchaser and its Subsidiaries taken as a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof.whole; (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger, the Bank Merger or any other 44 50 transaction contemplated by this PlanAgreement, and no litigation judgment, order or proceeding decree of any court shall be pending against Parent in effect, and no statute or the Company rule, and no applicable order or any regulation of their subsidiaries brought by any governmental agency seeking shall be in effect that would have or is reasonably likely to prevent consummation of the transactions contemplated hereby.have a Material Adverse Effect on Seller or its Subsidiaries; and (gd) No no statute, rule, regulation, order, order injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger, the Bank Merger or any other transaction contemplated by this PlanAgreement. SECTION 6.2. Conditions to the Obligations of Parent5.02 CONDITIONS TO THE OBLIGATIONS OF PURCHASER UNDER THIS AGREEMENT. The obligations of Parent Purchaser to effect the Merger shall be further subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions, any one or more of which may be waived in writing by Purchaser: (a) Each each of the obligations of Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of the Company Seller contained in this Plan shall have been true on the date hereof and Agreement shall be true in all material respects on and correct, subject to Sections 2.01 and 2.02, as of the date of this Agreement and as of the Effective Date Time as if though made on such date at and as of the Effective Time (or on the date when made in the case of except as to any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent . Purchaser shall have received a certificate to the foregoing effect signed by the Chief Executive Officer president and the Chief Financial Officer chief financial officer of the Company, dated the Effective Date, to the foregoing effect.Seller; (b) Parent all action required to be taken by, or on the part of, Seller and the Association to authorize the execution, delivery and performance of this Agreement and the consummation by Seller and the Association of the transactions contemplated hereby shall have been duly and validly taken by the board of directors and stockholders of Seller, and Purchaser shall have received certified copies of the resolutions evidencing such authorization; (c) Purchaser shall have received certificates (such certificates to be dated as of a written opinionday as close as practicable to the Closing Date) from appropriate authorities as to the good standing or corporate existence, dated as applicable, of Seller and the Effective DateAssociation; (d) Purchaser shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.01(b)) whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, from McCartynote, Currymortgage, Wydexxxindenture, Xxetxxx lease, license or other agreement or instrument to which Purchaser or any of its Subsidiaries is a party or is otherwise bound, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on Purchaser (after giving effect to the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby; (e) Purchaser shall have received an opinion of Xxxxxxx Xxxxxxxx & Xaak, XXPWood, counsel to the CompanyPurchaser, in form and substance reasonably satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXC, in form and substance satisfactory to Parent, Purchaser substantially to the effect that that: (i) for Federal income tax purposes, the Merger will constitute be treated as a reorganization purchase by Purchaser of all the outstanding shares of Seller Common Stock held by stockholders of Seller (except Dissenters' Shares); the purchase of shares of Seller Common Stock by Purchaser will be treated as a "qualified stock purchase" within the meaning of Section 368 338(d)(3) of the Code; (ii) none of Purchaser, Merger Sub, Seller or the Association will recognize gain or loss as a result of Purchaser's purchase of shares of Seller Common Stock from the stockholders of Seller; (iii) neither the Association nor Seller will recognize gain or loss as a result of the Bank Merger; and (iv) neither the Merger nor the Bank Merger shall cause the Association to restore to gross income any of its bad debt reserves previously deducted pursuant to Section 593 of the Code. Such opinion may be based on, in addition to the review of such matters of fact and law as Xxxxxxx Xxxxxxxx & Xxxx considers appropriate, (i) representations made at the request of Xxxxxxx Xxxxxxxx & Wood by Purchaser, Seller, stockholders of Seller or Purchaser, or any combination of such persons and (ii) certificates provided at the request of Xxxxxxx Xxxxxxxx & Xxxx by officers of Purchaser, Seller and other appropriate persons. (f) Seller shall have caused to be delivered to Purchaser "cold comfort" letters or letters of procedures from Seller's independent certified public accountants, dated (i) the date of -38- the mailing of the Proxy Statement to Seller's stockholders and (ii) a date not earlier than five business days preceding the Closing Date and addressed to Purchaser, concerning such matters as are customarily covered in transactions of the type contemplated hereby; (g) Seller shall have caused to be delivered to Purchaser an opinion, dated the Closing Date, from the law firm of Jenkens & Xxxxxxxxx, counsel to Seller, concerning the following matters: (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Association is a federally chartered stock savings and loan association duly organized and in existence under the laws of the United States of America; (ii) Seller and the Association have the power and authority to carry on the business as described in the Proxy Statement and to consummate the transactions contemplated by this Agreement; (iii) this Agreement has been duly authorized and approved by Seller and this Agreement and the transactions contemplated hereby have been approved by the requisite vote of Seller's stockholders and duly authorized, executed and delivered by Seller and this Agreement constitutes the valid and binding obligation of Seller enforceable in accordance with its terms subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity, whether applied in a court of law or a court of equity; (iv) all acts, other proceedings required to be taken by or on the part of Seller, including the adoption of this Agreement by the stockholders of Seller, and the necessary approvals, consents, authorizations or notifications required to be taken to consummate the transactions contemplated by this Agreement, have been properly taken or obtained; neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, with or without the giving of notice or the lapse of time, or both, will (i) violate any provision of the certificate of incorporation, charter or bylaws of Seller or the Association, as the case may be; or (ii) violate, conflict with, result in the material breach or termination of, constitute a material default under, accelerate the performance required by, or result in the creation of any material lien, charge or encumbrance upon any of the properties or assets of Seller or the Association pursuant to any indenture, mortgage, deed of trust, or other agreement or instrument to which Seller or the Association are a party or by which it or any of their properties or assets may be bound and of which such counsel is aware, or violate any statute, rule or regulation applicable to Seller or the Association, which would have a Material Adverse Effect on the financial condition, assets, liabilities, or business of Seller or the Association; to the knowledge of such counsel, no consent, approval, authorization, order, registration or qualification of or with any court, regulatory authority or other governmental body, other than as specifically contemplated by this Agreement is required for the consummation by Seller or the Association of the transactions contemplated by this Agreement; (v) there are no actions, suits, proceedings or investigations of any nature pending or, to the best knowledge of such counsel, threatened that challenge the validity or legality of the transactions contemplated by this Agreement or Agreement which seek or threaten to restrain, enjoin or prohibit (or obtain substantial damages in connection with) the consummation of such transactions; and (vi) there is no litigation, appraisal or other proceeding or governmental investigation pending or, to the best knowledge of such counsel, threatened against or relating to the business or property of Seller or the Association which would have a Material Adverse Effect on the consolidated financial condition of Seller. (h) Seller shall have furnished Purchaser with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Section 5.02 as Purchaser may reasonably request.

CONDITIONS TO CONSUMMATION. SECTION 6.1. 5.1 Conditions to All Parties' Each Party's Obligations. The respective obligations of Parent -------------------------------------- American General on the one hand and of Seller on the Company other hand to effect close the Merger transaction contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Effective Time Closing of the following conditions: (a) The Plan Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company and Parent Seller in accordance with their respective articles of incorporation and applicable law. (b) Parent, the Company and each of their respective subsidiaries American General shall have procured, if required in the opinion of counsel for Parentas necessary, the approvalsrequired approval, consents consent or waivers waiver with respect to the Plan Agreement and the transactions contemplated hereby by (i) the appropriate State RegulatorsOTS, and (ii) and, the Federal Reserve Board, and all applicable statutory waiting periods period shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , that are necessary or appropriate for to the consummation of the transactions contemplated by the PlanAgreement; provided, however, that no -------- ------- approval, consent or waiver referred to in this Section 6.1(b5.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) that would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies on American General or (iii) would reduce deny American General the benefits of anticipated from the transactions contemplated by the Plan to Parent in so significant Acquisition; and provided, further, that a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at imposed on the date hereofbasis of -------- ------- Savings' compliance with regulatory capital requirements generally applicable to savings associations shall not be deemed to be materially burdensome. (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated herebyAcquisition. (g) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger or any other transaction contemplated by this Plan. SECTION 6.2. Conditions to the Obligations of Parent. The obligations of Parent to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions: (a) Each of the representations and warranties of the Company contained in this Plan shall have been true on the date hereof and shall be true in all material respects on the Effective Date as if made on such date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Effective Date, to the foregoing effect. (b) Parent shall have received a written opinion, dated the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXC, in form and substance satisfactory to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code.

CONDITIONS TO CONSUMMATION. SECTION 6.1. Conditions to All Parties' Obligations. (A) The respective obligations of Parent Synovus and the Company of Riverside to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time Date of the following conditions: (a1) The the Plan and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company and Parent Riverside in accordance with their respective articles applicable law and Riverside shall have furnished to Synovus certified copies of incorporation and applicable law.resolutions duly adopted by Riverside’s shareholders evidencing the same; (b2) Parent, the Company procurement by Synovus and each Riverside of their respective subsidiaries shall have procured, if required in the opinion approval of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by (i) the appropriate State Regulators, and (ii) the Federal Reserve Board, and all applicable statutory waiting periods shall have expired; Board of Governors and the parties shall have procured Georgia Department; (3) procurement of all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , and approvals which are necessary or appropriate for to the consummation of the transactions contemplated by the Plan; provided, however, that no approval, approval or consent or waiver referred to in paragraphs (A)(2) and (A)(3) of this Section 6.1(b) Article V shall be deemed to have been received if it shall include any condition conditions or requirement that, individually requirements (other than conditions or requirements which are customarily included in the aggregate, (isuch an approval or consent which do not have a Material Adverse Effect) which would result in have such a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company economic or their respective subsidiaries business benefits of the transactions contemplated hereby as to (x) dispose of any asset which is material to Parent or render inadvisable the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence consummation of the Merger and in the reasonable opinion of the Board of Directors of Synovus or Riverside; (4) the satisfaction of all other transactions contemplated by this Planstatutory or regulatory requirements, would in Parent's judgment be materially burdensome in light including the requirements of Parent's capital raising policies NYSE or (iii) would reduce other self regulating organizations, which are necessary to the benefits consummation of the transactions contemplated by the Plan to Parent in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof.Plan; (c5) The S-4 no party hereto shall be subject to any order, decree or injunction or any other action of a United States federal or state court of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; (6) no party hereto shall be subject to any order, decree or injunction or any other action of a United States federal or state governmental, regulatory or administrative agency or commission permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; (7) the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC., and Synovus shall have received all state securities law and “Blue Sky” permits, approvals, qualifications or exemptions necessary to consummate the transactions contemplated hereby; (d) Parent and the Company 8) each party shall each have received a letter an opinion (“Tax Opinion”) from their respective independent accountants addressed to Parent Pxxxxx Gxxxxxxxx LLP, on or before the Company, as the case may beEffective Date, to the effect that for federal income tax purposes (a) the Merger will qualify be treated as a reorganization within the meaning of Section 368(a) of the Code, (b) the exchange in the Merger of Riverside Stock for "pooling Synovus Common Stock will not give rise to gain or loss to the shareholders of interests" accounting treatment.Riverside with respect to such exchange (except to the extent of cash received in lieu of fractional shares), and (c) neither Riverside nor Synovus will recognize gain or loss as a consequence of the Merger; and (e9) All other requirements prescribed by law which are necessary each party shall have delivered to the consummation other party a certificate, dated as of the transactions contemplated Effective Date, signed by this Plan its Chief Executive Officer and its Chief Financial Officer, to the effect that, to the best knowledge and belief of such officers, the statement of facts and representations made on behalf of the management of such party, presented to Pxxxxx Gxxxxxxxx LLP in delivering the Tax Opinion, were at the date of such presentation true, correct and complete. Each party shall have been satisfied.received a copy of the Tax Opinion referred to in paragraph (A)(8) of this Article V. (fB) No party hereto shall be subject to any order, decree or injunction The obligation of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (g) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger or any other transaction contemplated by this Plan. SECTION 6.2. Conditions to the Obligations of Parent. The obligations of Parent Synovus to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time Date of the following additional conditions: (a1) Each of the representations and warranties of the Company Riverside contained in this Plan Agreement shall have been be true and correct in all material respects, in each case on the date hereof and on the Effective Date (unless the representations and warranties address matters as of a particular date, in which case they shall be remain true and correct in all material respects as of such date) and the covenants contained herein shall be complied with by the Effective Date; provided, however, if any such representation or warranty shall be subject to a qualification as to materiality, such qualified representation and warranty shall be true and correct in all respects, in each case on the date hereof and on the Effective Date (unless the representations and warranties address matters as if made on of a particular date, in which case they shall remain true and correct in all respects as of such date date); (2) there shall be no discovery of facts, or on the date when made actual or threatened causes of action, investigations or proceedings by or before any court or other governmental body that relates to or involves either Riverside or its Subsidiaries: (a) which, in the case reasonable judgment of any representation Synovus, would have a Material Adverse Effect, or warranty which specifically relates may be foreseen to an earlier date); have a Material Adverse Effect on, either Riverside or the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer consummation of the Company, dated the Effective Date, to the foregoing effect. transactions contemplated by this Agreement; (b) Parent shall have received a written opinion, dated that challenges the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to validity or legality of this Agreement or the Company, in form and substance satisfactory to Parent. consummation of the transactions contemplated by this Agreement; or (c) Parent that seeks to restrain or invalidate the consummation of the transactions contemplated by this Agreement or seeks damages in connection therewith; (3) Synovus shall not have received a written opinion from Dykexx Xxxsxxx XXXClearned of any fact or condition with respect to the business, properties, assets, liabilities, deposit relationships or earnings of Riverside which, in form and substance satisfactory to Parentthe reasonable judgment of Synovus, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 is materially at variance with one or more of the Code.warranties or representations set forth in this Agreement and which, in the reasonable judgment of Synovus, has or will have a Material Adverse Effect on Riverside;

CONDITIONS TO CONSUMMATION. SECTION 6.1Section 5.1. Conditions to All Parties' Each Party's Obligations. The respective -------------- -------------------------------------- obligations of Parent and the Company each party to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan and the transactions contemplated hereby this Agreement shall have been approved by the requisite vote of the shareholders of the Company and Parent Ironbound's stockholders in accordance with their respective articles of incorporation applicable laws and applicable law.regulations; (b) Parent, the Company Requisite Regulatory Approvals and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, any necessary regulatory consents or and waivers with respect to the Plan this Agreement and the transactions contemplated hereby by (i) the appropriate State Regulators, shall have been obtained and (ii) the Federal Reserve Boardshall remain in full force and effect, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvalsconsents, consents or waivers and approvals of governmental authorities or other persons that, in the opinion of counsel for Parent , any third parties which are necessary or appropriate for to permit the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies hereby shall have been obtained or (iii) would reduce made except for those the benefits of the transactions contemplated by the Plan failure to Parent in so significant a manner that Parent, in its judgment, obtain would not have entered into this Plan had such a Material Adverse Effect (i) on Ironbound and its Subsidiaries taken as a whole or (ii) on RCFC and its Subsidiaries taken as a whole. None of the approvals or waivers referred to herein shall contain any term or condition which would have a Material Adverse Effect on (x) Ironbound and its Subsidiaries taken as a whole or requirement been known at the date hereof.(y) RCFC and its Subsidiaries taken as a whole; (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger, the Bank Merger or any other 44 50 transaction transactions contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby.Agreement; (gd) No no statute, rule, regulation, order, injunction rule or decree regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, . restricts or makes illegal consummation of the Merger, the Bank Merger or any other transaction transactions contemplated by this PlanAgreement; (e) the Registration Statement shall have been declared effective by the SEC and no proceedings shall be pending or threatened by the SEC to suspend the effectiveness of the Registration Statement; all required approvals by state securities or "blue sky" authorities with respect to the transactions contemplated by this Agreement shall have been obtained; (f) [Reserved] (g) RCFC shall have received the letter agreement referred to in Section 4.11 from each affiliate of Ironbound; and (h) RCFC shall have caused to be listed on the Nasdaq National Market, or on such other market on which shares of RCFC Common Stock shall then be trading, subject only to official notice of issuance, the shares of RCFC Common Stock to be issued by RCFC in exchange for the shares of Ironbound Common Stock. SECTION 6.2Section 5.2. Conditions to the Obligations of ParentRCFC and RCFC Bank. --------------------------------------------------- The obligations of Parent RCFC and RCFC Bank to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions, any one or more of which may be waived by RCFC: (a) Each each of the obligations of Ironbound and Ironbound Bank, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of the Company Ironbound and Ironbound Bank contained in this Plan shall have been true on the date hereof and Agreement shall be true in all material respects on and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Date Time as if though made on such date at and as of the Effective Time (or on the date when made in the case of except as to any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent . RCFC shall have received a certificate to the foregoing effect signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial or principal accounting officer of the Company, dated the Effective Date, to the foregoing effect.Ironbound; (b) Parent all action required to be taken by, or on the part of, Ironbound and Ironbound Bank to authorize the execution, delivery and performance of this Agreement and the consummation by Ironbound and Ironbound Bank of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Ironbound or Ironbound Bank, as the case may be, and RCFC shall have received certified copies of the resolutions evidencing such authorization; (c) Ironbound shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5. 1 (b)) whose consent or approval shall be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of Ironbound or its Subsidiaries under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument to which Ironbound or its Subsidiaries is a written opinionparty or is otherwise bound, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on RCFC (after giving effect to the consummation of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby. (d) RCFC shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence and good standing of Ironbound and its Subsidiaries; (e) RCFC shall have received an opinion of Xxxxxxx, Xxxxxx & Xxxxxxxx. counsel to RCFC, dated as of the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXCRCFC, in form and substance satisfactory to Parent, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will constitute be treated for federal income tax purposes as a reorganization within the meaning of Section 368 368(a) of the CodeCode and that accordingly: (i) No gain or loss will be recognized by RCFC, RCFC Bank, Ironbound or Ironbound Bank as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in RCFC Common Stock, no gain or loss will be recognized by the stockholders of Ironbound who exchange their Ironbound Common Stock for RCFC Common Stock pursuant to the Merger; (iii) The tax basis of RCFC Common Stock received by stockholders who exchange their Ironbound Common Stock for RCFC Common Stock in the Merger will be the same as the tax basis of Ironbound Common Stock surrendered pursuant to the Merger. reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of RCFC Common Stock received by each stockholder in the Merger will include the holding period of Ironbound Common Stock exchanged therefor, provided that such stockholder held such Ironbound Common Stock as a capital asset on the Effective Date. Such opinion may be based on, in addition to the review of such matters of fact and law as Xxxxxxx, Xxxxxx & Xxxxxxxx considers appropriate, (x) representations made at the request of Xxxxxxx, Xxxxxx & Xxxxxxxx by RCFC, RCFC Bank, Ironbound, Ironbound Bank, stockholders of RCFC or Ironbound, or any combination of such persons and (y) certificates provided at the request of Xxxxxxx, Xxxxxx & Xxxxxxxx by officers of RCFC, RCFC Bank. Ironbound, Ironbound Bank and other appropriate persons. (f) The consummation of the sale of Ironbound's executive office is completed subject to terms disclosed in Ironbound's Disclosure Letter. Section 5.3. Conditions to the Obligations of Ironbound and ---------------------------------------------- Ironbound Bank. The obligations of Ironbound and Ironbound Bank to effect the -------------- Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by Ironbound: (a) each of the obligations of RCFC and RCFC Bank, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of RCFC and RCFC Bank contained in this Agreement shall be true and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). Ironbound shall have received a certificate to the foregoing effect signed by the chief executive officer and the chief financial or principal accounting officer of RCFC; (b) all action required to be taken by, or on the part of, RCFC and RCFC Bank to authorize the execution, delivery and performance of this Agreement and the consummation by RCFC and RCFC Bank of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of RCFC or RCFC Bank, as the case may be, and Ironbound shall have received certified copies of the resolutions evidencing such authorization; (c) RCFC shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.1(b)) whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument to which RCFC or its Subsidiaries is a party or is otherwise bound, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on RCFC (after giving effect to the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby. (d) Ironbound shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence and good standing of RCFC and its Subsidiaries; (e) Ironbound shall have received an opinion of Xxxx Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxx, P.C., counsel to Ironbound, dated as of the Effective Date, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to Ironbound, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that accordingly: (i) No gain or loss will be recognized by RCFC, RCFC Bank, Ironbound or Ironbound Bank as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in RCFC Common Stock, no gain or loss will be recognized by the stockholders of Ironbound who exchange their Ironbound Common Stock for RCFC Common Stock pursuant to the Merger; (iii) The tax basis of RCFC Common Stock received by stockholders who exchange their Ironbound Common Stock for RCFC Common Stock in the Merger will be the same as the tax basis of Ironbound Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of RCFC Common Stock received by each stockholder in the Merger will include the holding period of Ironbound Common Stock exchanged therefor, provided that such stockholder held such Ironbound Common Stock as a capital asset on the Effective Date. Such opinion may be based on, in addition to the review of such matters of fact and law as Xxxx Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxx, P.C. considers appropriate, (x) representations made at the request of Xxxx Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxx, P.C. by RCFC, RCFC Bank, Ironbound, Ironbound Bank, stockholders of RCFC or Ironbound, or any combination of such persons and (y) certificates provided at the request of Xxxx Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxx, P.C. by officers of RCFC, RCFC Bank, Ironbound and other appropriate persons.

CONDITIONS TO CONSUMMATION. SECTION 6.1Section 5.1. Conditions to All Parties' Each Party's Obligations. The respective obligations of Parent and the Company each party to effect the Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan this Agreement shall have been approved by (i) the requisite vote of Haven's stockholders in accordance with applicable law and regulations and (ii) the requisite vote of Queens' stockholders in accordance with applicable law and regulations; (b) (i) the Requisite Regulatory Approvals and any necessary regulatory consents and waivers with respect to this Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company obtained and Parent shall remain in accordance with their respective articles of incorporation full force and applicable law. (b) Parent, the Company and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by (i) the appropriate State Regulators, and (ii) the Federal Reserve Boardeffect, and all applicable statutory waiting periods in respect thereof shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , are necessary or appropriate for the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parentall other consents, the Company or their respective subsidiaries to (x) dispose waivers and approvals of any asset third parties which is material are necessary to Parent or permit the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence consummation of the Merger and the other transactions contemplated by this Planhereby (the "Third Party Non-Regulatory Consents") shall have been obtained or made except for those Third Party Non-Regulatory Consents the failure to obtain would not have, or would in Parent's judgment not be materially burdensome in light of Parent's capital raising policies reasonably likely to have, a Material Adverse Effect (x) on Haven and its Subsidiaries taken as a whole or (iiiy) on Queens and its Subsidiaries taken as a whole. None of the approvals or waivers referred to herein shall contain any term or condition which (A) would reduce have, or would be reasonably likely to have, a Material Adverse Effect on (x) Haven and its Subsidiaries taken as a whole or (y) Queens and its Subsidiaries taken as a whole; or (B) which would reduce, or would be reasonably likely to reduce, the benefits of the transactions contemplated by hereby to such a degree that the Plan to Parent in so significant a manner that ParentBoard of Directors of Queens determines, in its judgmentreasonable good faith judgement, that Queens would not have entered into this Plan Agreement had such term or condition or requirement been known at the date hereof. (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction transactions contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby.Agreement; (gd) No no statute, rule, regulation, order, injunction rule or decree regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority Governmental Entity which prohibits, restricts or makes illegal consummation of the Merger or any other transaction transactions contemplated by this PlanAgreement; (e) the Registration Statement shall have been declared effective by the SEC, and no proceedings shall be pending or threatened by the SEC to suspend the effectiveness of the Registration Statement; all required approvals by state securities or "blue sky" authorities with respect to the transactions contemplated by this Agreement shall have been obtained; (f) Queens shall have caused to be listed on the Nasdaq Stock Market, or on such other market on which shares of Queens Common Stock shall then be trading, subject only to official notice of issuance, the shares of Queens Common Stock to be issued by Queens in exchange for the shares of Haven Common Stock. SECTION 6.2Section 5.2. Conditions to the Obligations of ParentQueens. The obligations of Parent Queens to effect the Merger Merger, and any other transactions contemplated by this Agreement shall be further subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions, any one or more of which may be waived by Queens: (a) Each each of the obligations of Haven required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and the representations and warranties of the Company Haven contained in this Plan shall have been true on the date hereof and Agreement shall be true in all material respects on and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Date Time as if though made on such date at and as of the Effective Time (or on the date when made in the case of except as to any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent . Queens shall have received a certificate to the foregoing effect signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial or principal accounting officer of the Company, dated the Effective Date, to the foregoing effect.Haven; (b) Parent all action required to be taken by, or on the part of, Haven to authorize the execution, delivery and performance of this Agreement and the consummation by Haven of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Haven, as the case may be, and Queens shall have received a written opinion, dated certified copies of the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance satisfactory to Parent.resolutions evidencing such authorization; (c) Parent Haven shall have obtained the consent or approval of each person (other than the regulatory approvals or consents referred to in Section 5.1(b)) whose consent or approval shall be required in order to consummate the Merger or to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of Haven or its Subsidiaries under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument to which Haven or its Subsidiaries is a party or is otherwise bound; (d) Neither a Distribution Date nor a Shares Acquisition Date, as such terms are defined in Haven Rights Agreement, shall have occurred, and Haven Preferred Share Purchase Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation of the Merger, and Haven Preferred Share Purchase Rights shall not become exercisable for capital stock of Queens upon consummation of the Merger; (e) Queens shall have received certificates (such certificates to be dated as of a written day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence and good standing of Haven; (f) Queens shall have received an opinion from Dykexx Xxxsxxx XXXCof Sullivan & Cromwell, counsel to Queens, dated as of the Effective Xxxx, xn fxxx xxx substance customary in form transactions of the type contemplated hereby, and substance reasonably satisfactory to ParentQueens, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will constitute be treated for federal income tax purposes as a reorganization within the meaning of Section 368 368(a) of the CodeCode and that accordingly: (i) no gain or loss will be recognized by Queens, Queens Bank, Haven or CFS Bank as a result of the Merger; and (ii) except to the extent of any cash received in lieu of a fractional share interest in Queens Common Stock, no gain or loss will be recognized by the stockholders of Haven who exchange their Haven Common Stock for Queens Common Stock pursuant to the Merger. Such opinion may be based on, in addition to the review of such matters of fact and law as Sullivan & Cromwell considers appropriate, (x) representations maxx xx xxe rxxxxxx xf Sullivan & Cromwell by Queens, Queens Bank, Haven, CFS Bank, stocxxxxxxxx of Xxxxxx or Haven, or any combination of such persons and (y) certificates provided at the request of Sullivan & Cromwell by officers of Queens, Queens Bank, Haven, CFX Xxxx xnd xxxxx xxpropriate persons.

CONDITIONS TO CONSUMMATION. SECTION 6.1Section 5.1. Conditions to All Parties' Each Party's Obligations. The respective -------------------------------------- obligations of Parent and the Company each party to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan and the transactions contemplated hereby this Agreement shall have been approved by the requisite vote of the shareholders of the Company Bayonne's and Parent RCFC's stockholders in accordance with their respective articles of incorporation applicable laws and applicable law.regulations; (b) Parent, the Company Requisite Regulatory Approvals and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, consents or any waivers with respect to the Plan this Agreement and the transactions contemplated hereby by (i) the appropriate State Regulators, shall have been obtained and (ii) the Federal Reserve Boardshall remain in full force and effect, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvalsconsents, consents or waivers and approvals of governmental authorities or other persons that, in the opinion of counsel for Parent , any third parties which are necessary or appropriate for to permit the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, hereby shall have been obtained or made except for those the failure to obtain would in Parent's judgment be materially burdensome in light of Parent's capital raising policies not have a Material Adverse Effect (i) on Bayonne and its Subsidiaries taken as a whole or (iiiii) on RCFC and its Subsidiaries taken as a whole. No such approval or consent shall have imposed any condition or requirement that would reduce so materially and adversely impact the economic or business benefits to RCFC or Bayonne of the transactions contemplated by the Plan to Parent in so significant a manner that Parenthereby that, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereofknown, such party would not, in its reasonable judgment, have entered into this Agreement. (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger, the Bank Merger or any other 44 50 transaction transactions contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby.Agreement; (gd) No no statute, rule, regulation, order, injunction rule or decree regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger, the Bank Merger or any other transaction transactions contemplated by this PlanAgreement; (e) the Registration Statement shall have been declared effective by the SEC and no proceedings shall be pending or threatened by the SEC to suspend the effectiveness of the Registration Statement; RCFC shall have received all required approvals by state securities or "blue sky" authorities with respect to the transactions contemplated by this Agreement; and (f) [RESERVED] (g) [RESERVED] (h) RCFC shall have caused to be listed on the Nasdaq National Market, or on such other market on which shares of RCFC Common Stock shall then be trading, subject only to official notice of issuance, the shares of RCFC Common Stock to be issued by RCFC in exchange for the shares of Bayonne Common Stock. SECTION 6.2Section 5.2. Conditions to the Obligations of ParentRCFC and RCFC Bank. --------------------------------------------------- The obligations of Parent RCFC and RCFC Bank to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions, any one or more of which may be waived by RCFC: (a) Each each of the obligations of Bayonne and First Savings, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of the Company Bayonne and First Savings contained in this Plan shall have been true on the date hereof and Agreement shall be true in all material respects on and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Date Time as if though made on such date at and as of the Effective Time (or on the date when made in the case of except as to any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent . RCFC shall have received a certificate to the foregoing effect signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial or principal accounting officer of the Company, dated the Effective Date, to the foregoing effect.Bayonne; (b) Parent all action required to be taken by, or on the part of, Bayonne and First Savings to authorize the execution, delivery and performance of this Agreement and the consummation by Bayonne and First Savings of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Bayonne or First Savings, as the case may be, and RCFC shall have received certified copies of the resolutions evidencing such authorization; (c) Bayonne shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.1(b)) whose consent or approval shall be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of Bayonne or its Subsidiaries under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument to which Bayonne or its Subsidiaries is a written opinionparty or is otherwise bound, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on RCFC (after giving effect to the consummation of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby. (d) RCFC shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence and good standing of Bayonne and its Subsidiaries; (e) RCFC shall have received an opinion of Xxxxxxx, Xxxxxx & Xxxxxxxx, counsel to RCFC, dated as of the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXCRCFC, in form and substance satisfactory to Parent, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will constitute be treated for federal income tax purposes as a reorganization within the meaning of Section 368 368(a) of the CodeCode and that accordingly: (i) No gain or loss will be recognized by RCFC, RCFC Bank, Bayonne or First Savings as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in RCFC Common Stock, no gain or loss will be recognized by the stockholders of Bayonne who exchange their Bayonne Common Stock for RCFC Common Stock pursuant to the Merger; (iii) The tax basis of RCFC Common Stock received by stockholders who exchange their Bayonne Common Stock for RCFC Common Stock in the Merger will be the same as the tax basis of Bayonne Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of RCFC Common Stock received by each stockholder in the Merger will include the holding period of Bayonne Common Stock exchanged therefor, provided that such stockholder held such Bayonne Common Stock as a capital asset on the Effective Date. Such opinion may be based on, in addition to the review of such matters of fact and law as Xxxxxxx, Xxxxxx & Xxxxxxxx considers appropriate, (x) representations made at the request of Xxxxxxx, Xxxxxx & Xxxxxxxx by RCFC, RCFC Bank, Bayonne, First Savings, stockholders of RCFC or Bayonne, or any combination of such persons and (y) certificates provided at the request of Xxxxxxx, Xxxxxx & Xxxxxxxx by officers of RCFC, RCFC Bank, Bayonne, First Savings and other appropriate persons. Section 5.3. Conditions to the Obligations of Bayonne and First -------------------------------------------------- Savings. The obligations of Bayonne and First Savings to effect the Merger, the ------- Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by Bayonne: (a) each of the obligations of RCFC and RCFC Bank, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of RCFC and RCFC Bank contained in this Agreement shall be true and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). Bayonne shall have received a certificate to the foregoing effect signed by the chief executive officer and the chief financial or principal accounting officer of RCFC; (b) all action required to be taken by, or on the part of, RCFC and RCFC Bank to authorize the execution, delivery and performance of this Agreement and the consummation by RCFC and RCFC Bank of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of RCFC or RCFC Bank, as the case may be, and Bayonne shall have received certified copies of the resolutions evidencing such authorization; (c) RCFC shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.1(b)) whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument to which RCFC or its Subsidiaries is a party or is otherwise bound, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on RCFC (after giving effect to the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby. (d) Bayonne shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence and good standing of RCFC and its Subsidiaries; (e) Bayonne shall have received an opinion of Breyer & Aguggia LLP, counsel to Bayonne, dated as of the Effective Date, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to Bayonne, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that accordingly: (i) No gain or loss will be recognized by RCFC, RCFC Bank, Bayonne or First Savings as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in RCFC Common Stock, no gain or loss will be recognized by the stockholders of Bayonne who exchange their Bayonne Common Stock for RCFC Common Stock pursuant to the Merger; (iii) The tax basis of RCFC Common Stock received by stockholders who exchange their Bayonne Common Stock for RCFC Common Stock in the Merger will be the same as the tax basis of Bayonne Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of RCFC Common Stock received by each stockholder in the Merger will include the holding period of Bayonne Common Stock exchanged therefor, provided that such stockholder held such Bayonne Common Stock as a capital asset on the Effective Date. (f) RCFC shall have provided to the Exchange Agent (i) certificates representing at least the aggregate number of shares of RCFC Common Stock to be issued to the shareholders of Bayonne pursuant to the terms hereof, and (ii) sufficient cash to pay Bayonne shareholders their fractional share interest as provided herein. Such opinion may be based on, in addition to the review of such matters of fact and law as Breyer & Aguggia, LLP considers appropriate, (x) representations made at the request of Breyer & Aguggia LLP by RCFC, RCFC Bank, Bayonne, First Savings, stockholders of RCFC or Bayonne, or any combination of such persons and (y) certificates provided at the request of Breyer & Aguggia LLP by officers of RCFC, RCFC Bank, Bayonne and other appropriate persons.

CONDITIONS TO CONSUMMATION. SECTION 6.1. Section 5.1 Conditions to All Parties' Each Party's Obligations. The respective -------------------------------------- obligations of Parent and the Company each party to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan and the transactions contemplated hereby this Agreement shall have been approved by the requisite vote of the shareholders each of the Company TRFC's and Parent RBI's stockholders in accordance with their respective articles applicable laws and regulations and the Amendment shall have been approved by the requisite vote of incorporation RBI's stockholders in accordance with applicable law and applicable law.regulations; (b) Parent, the Company Requisite Regulatory Approvals and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, any necessary regulatory consents or and waivers with respect to the Plan this Agreement and the transactions contemplated hereby by (i) the appropriate State Regulators, shall have been obtained and (ii) the Federal Reserve Boardshall remain in full force and effect, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvalsconsents, consents or waivers and approvals of governmental authorities or other persons that, in the opinion of counsel for Parent , any third parties which are necessary or appropriate for to permit the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies hereby shall have been obtained or (iii) would reduce made except for those the benefits of the transactions contemplated by the Plan failure to Parent in so significant a manner that Parent, in its judgment, obtain would not have entered into this Plan had such a Material Adverse Effect (i) on TRFC and its Subsidiaries taken as a whole or (ii) on RBI and its Subsidiaries taken as a whole. None of the approvals or waivers referred to herein shall contain any term or condition which would have a Material Adverse Effect on (x) TRFC and its Subsidiaries taken as a whole or requirement been known at the date hereof.(y) RBI and its Subsidiaries taken as a whole; (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger, the Bank Merger or any other 44 50 transaction transactions contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby.Agreement; (gd) No no statute, rule, regulation, order, injunction rule or decree regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger, the Bank Merger or any other transaction transactions contemplated by this PlanAgreement; (e) the Registration Statement shall have been declared effective by the SEC and no proceedings shall be pending or threatened by the SEC to suspend the effectiveness of the Registration Statement; all required approvals by state securities or "blue sky" authorities with respect to the transactions contemplated by this Agreement shall have been obtained; (f) RBI shall have received a letter, dated as of the Effective Date, from its independent certified public accountants, reasonably satisfactory to RBI and TRFC, to the effect that the Merger shall be qualified to be treated as a pooling-of-interests for accounting purposes by RBI; (g) RBI shall have received the letter agreement referred to in Section 4.11 from each affiliate of TRFC; and (h) RBI shall have caused to be listed on the Nasdaq National Market, or on such other market on which shares of RBI Common Stock shall then be trading, subject only to official notice of issuance, the shares of RBI Common Stock to be issued by RBI in exchange for the shares of TRFC Common Stock. SECTION 6.2. Section 5.2 Conditions to the Obligations of ParentRBI and RBI Bank. The ------------------------------------------------- obligations of Parent RBI and RBI Bank to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions, any one or more of which may be waived by RBI: (a) Each each of the obligations of TRFC and TRFC Bank, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of the Company TRFC and TRFC Bank contained in this Plan shall have been true on the date hereof and Agreement shall be true in all material respects on and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Date Time as if though made on such date at and as of the Effective Time (or on the date when made in the case of except as to any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent . RBI shall have received a certificate to the foregoing effect signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial or principal accounting officer of the Company, dated the Effective Date, to the foregoing effect.TRFC; (b) Parent all action required to be taken by, or on the part of, TRFC and TRFC Bank to authorize the execution, delivery and performance of this Agreement and the consummation by TRFC and TRFC Bank of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of TRFC or TRFC Bank, as the case may be, and RBI shall have received certified copies of the resolutions evidencing such authorization; (c) TRFC shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.1(b)) whose consent or approval shall be required in order to permit the succession by the surviving corporation pursuant to the Merger to any obligation, right or interest of TRFC or its Subsidiaries under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument to which TRFC or its Subsidiaries is a written opinionparty or is otherwise bound, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on RBI (after giving effect to the consummation of the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby. (d) Neither a Distribution Date nor a Shares Acquisition Date, as such terms are defined in the TRFC Rights Agreement, shall have occurred, and the TRFC Preferred Share Purchase Rights shall not have become nonredeemable and shall not become nonredeemable upon consummation of the Merger, and the TRFC Preferred Share Purchase Rights shall not become exercisable for capital stock of RBI upon consummation of the Merger. (e) RBI shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence and good standing of TRFC and its Subsidiaries; (f) RBI shall have received an opinion of Xxxxxxx, Xxxxxx & Xxxxxxxx, counsel to RBI, dated as of the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXCRBI, in form and substance satisfactory to Parent, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will constitute be treated for federal income tax purposes as a reorganization within the meaning of Section 368 368(a) of the CodeCode and that accordingly: (i) No gain or loss will be recognized by RBI, RBI Bank, TRFC or TRFC Bank as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in RBI Common Stock, no gain or loss will be recognized by the stockholders of TRFC who exchange their TRFC Common Stock for RBI Common Stock pursuant to the Merger; (iii) The tax basis of RBI Common Stock received by stockholders who exchange their TRFC Common Stock for RBI Common Stock in the Merger will be the same as the tax basis of TRFC Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of RBI Common Stock received by each stockholder in the Merger will include the holding period of TRFC Common Stock exchanged therefor, provided that such stockholder held such TRFC Common Stock as a capital asset on the Effective Date. Such opinion may be based on, in addition to the review of such matters of fact and law as Xxxxxxx, Xxxxxx & Xxxxxxxx considers appropriate, (x) representations made at the request of Xxxxxxx, Xxxxxx & Xxxxxxxx by RBI, RBI Bank, TRFC, TRFC Bank, stockholders of RBI or TRFC, or any combination of such persons and (y) certificates provided at the request of Xxxxxxx, Xxxxxx & Xxxxxxxx by officers of RBI, RBI Bank, TRFC, TRFC Bank and other appropriate persons. Section 5.3 Conditions to the Obligations of TRFC and TRFC Bank. --------------------------------------------------- The obligations of TRFC and TRFC Bank to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by TRFC: (a) each of the obligations of RBI and RBI Bank, respectively, required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of RBI and RBI Bank contained in this Agreement shall be true and correct, subject to Sections 2.1 and 2.2, as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date). TRFC shall have received a certificate to the foregoing effect signed by the chief executive officer and the chief financial or principal accounting officer of RBI; (b) all action required to be taken by, or on the part of, RBI and RBI Bank to authorize the execution, delivery and performance of this Agreement and the consummation by RBI and RBI Bank of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of RBI or RBI Bank, as the case may be, and TRFC shall have received certified copies of the resolutions evidencing such authorization; (c) RBI shall have obtained the consent or approval of each person (other than the governmental approvals or consents referred to in Section 5.1(b)) whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument to which RBI or its Subsidiaries is a party or is otherwise bound, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a Material Adverse Effect on RBI (after giving effect to the transactions contemplated hereby) or upon the consummation of the transactions contemplated hereby. (d) TRFC shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence and good standing of RBI and its Subsidiaries; (e) TRFC shall have received an opinion of Xxxxxxx Xxxxxxxx & Wood, counsel to TRFC, dated as of the Effective Date, in form and substance customary in transactions of the type contemplated hereby, and reasonably satisfactory to TRFC, substantially to the effect that on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that accordingly: (i) No gain or loss will be recognized by RBI, RBI Bank, TRFC or TRFC Bank as a result of the Merger; (ii) Except to the extent of any cash received in lieu of a fractional share interest in RBI Common Stock, no gain or loss will be recognized by the stockholders of TRFC who exchange their TRFC Common Stock for RBI Common Stock pursuant to the Merger; (iii) The tax basis of RBI Common Stock received by stockholders who exchange their TRFC Common Stock for RBI Common Stock in the Merger will be the same as the tax basis of TRFC Common Stock surrendered pursuant to the Merger, reduced by any amount allocable to a fractional share interest for which cash is received and increased by any gain recognized on the exchange; and (iv) The holding period of RBI Common Stock received by each stockholder in the Merger will include the holding period of TRFC Common Stock exchanged therefor, provided that such stockholder held such TRFC Common Stock as a capital asset on the Effective Date. Such opinion may be based on, in addition to the review of such matters of fact and law as Xxxxxxx Xxxxxxxx & Xxxx considers appropriate, (x) representations made at the request of Xxxxxxx Xxxxxxxx & Wood by RBI, RBI Bank, TRFC, TRFC Bank, stockholders of RBI or TRFC, or any combination of such persons and (y) certificates provided at the request of Xxxxxxx Xxxxxxxx & Xxxx by officers of RBI, RBI Bank, TRFC and other appropriate persons.

CONDITIONS TO CONSUMMATION. SECTION 6.1. Conditions to All Parties' ObligationsSection 5.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective obligations of Parent and the Company each party to effect the Merger , the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction or waiver prior to the Effective Time of the following conditions: (a) The Plan this Agreement shall have been approved by (i) the requisite vote of JSB's stockholders in accordance with applicable law and regulations and (ii) the requisite vote of NFB's stockholders in accordance with applicable law and regulations; (b) the Requisite Regulatory Approvals and any necessary regulatory consents and waivers with respect to this Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of the Company obtained and Parent shall remain in accordance with their respective articles of incorporation full force and applicable law. (b) Parent, the Company and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by (i) the appropriate State Regulators, and (ii) the Federal Reserve Boardeffect, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent , are necessary or appropriate for the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies or (iii) would reduce the benefits of the transactions contemplated by the Plan to Parent in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof.; (c) The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) Parent and the Company shall each have received a letter from their respective independent accountants addressed to Parent or the Company, as the case may be, to the effect that the Merger will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Plan shall have been satisfied. (f) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other 44 50 transaction contemplated by this Plan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby.Bank Merger; (gd) No no statute, rule, regulation, order, injunction rule or decree regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority Governmental Entity which prohibits, restricts or makes illegal consummation of the Merger or any other transaction the Bank Merger; (e) the Registration Statement shall have been declared effective by the SEC and no proceedings shall be pending or threatened by the SEC to suspend the effectiveness of the Registration Statement; all required approvals by state securities or "blue sky" authorities with respect to the transactions contemplated by this Plan. SECTION 6.2. Conditions to the Obligations of Parent. The obligations of Parent to effect the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of the following additional conditions: (a) Each of the representations and warranties of the Company contained in this Plan Agreement shall have been true obtained; and (f) NFB shall have caused to be listed on the date hereof and shall be true in all material respects on the Effective Date as if made NYSE, or on such date (or other market on which shares of NFB Common Stock shall then be trading, subject only to official notice of issuance, the date when made shares of NFB Common Stock to be issued by NFB in exchange for the case shares of any representation or warranty which specifically relates to an earlier date); the Company shall have performed, in all material respects, each of its covenants and agreements contained in this Plan; and Parent shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Effective Date, to the foregoing effectJSB Common Stock. (b) Parent shall have received a written opinion, dated the Effective Date, from McCarty, Curry, Wydexxx, Xxetxxx & Xaak, XXP, counsel to the Company, in form and substance satisfactory to Parent. (c) Parent shall have received a written opinion from Dykexx Xxxsxxx XXXC, in form and substance satisfactory to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code.