Common use of Conditions to the Obligations of the Parties Clause in Contracts

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, to consummate the Merger are subject to the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57 (a) No preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Merger; (b) The parties shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated in this Agreement and all required waiting periods shall have expired; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the Company Merger; (d) The Registration Statement shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC; (e) Each party shall have received the tax opinion addressed to it referred to in Section 5.12 of this Agreement; and (f) The COFI Common Stock to be issued to holders of RCSB Common Stock shall have been approved for listing on the Nasdaq National Market subject to official notice of issuance.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan Parent Bank and Charter One Bank Parent on the one hand, and RCSB Company and Target Company Bank on the other hand, to consummate the Bank Merger and the Company Entities Merger are subject to the following conditions precedent (except as to those which COFI Parent Bank or RCSB Company, as the case may chose be, may choose to waive): 57waive in writing): (a) No no preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent effect and no change in statute, rule, regulation or order preventing the consummation of the MergerBank Merger and the Company Entities Merger shall have occurred and shall remain in effect; (b) The the parties shall have received all applicable permits, regulatory approvals and consents (including without limitation, if appropriate, approval or waiver by the DFI, the OCC, the FDIC, the FRB and the FSA) to consummate the transactions contemplated in this Agreement Company Entities Merger and Bank Merger, and all required waiting periods shall have expired; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the Company Merger; (d) The Registration Statement shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC; (ed) Each party shall have received the tax opinion addressed to it referred to in Section 5.12 of this Agreement; and (f) The COFI Parent Common Stock to be issued to holders of RCSB Company Common Stock shall have been approved for listing on the Nasdaq National Market NYSE subject to official notice of issuance; and (e) this Agreement shall have been duly adopted by holders of Company Common Stock constituting the Required Vote.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan and Charter One Bank Bay View on the one hand, and RCSB and Target Bank FMAC on the other hand, to consummate the Merger are subject to the following conditions precedent (except as to those which COFI Bay View or RCSB FMAC may chose choose to waive): 57 (a) No this Agreement, including the Merger, shall have received the requisite approval of the stockholders of Bay View in accordance with the applicable provisions of the Bylaws of Bay View and the DGCL and the requisite approval of the stockholders of FMAC in accordance with the applicable provisions of the Bylaws of FMAC and the DGCL. (b) no preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent (c) the consummation of the Merger; (b) The parties shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated in this Agreement and all required waiting periods shall have expired; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the Company Merger; ; (d) The the Registration Statement shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC; (e) Each party shall have received SEC and, if the tax opinion addressed to it referred to in Section 5.12 offering for sale of this Agreement; and (f) The COFI the Bay View Common Stock in the Merger pursuant to be issued to holders of RCSB Common Stock shall have been approved for listing on the Nasdaq National Market this Agreement is subject to official notice the securities laws of issuance.any state, the Registration Statement shall not be subject to a stop order of any state securities authority; 40

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan Parent Bank and Charter One Bank Parent on the one hand, and RCSB Company and Target Company Bank on the other hand, to consummate the Bank Merger and the Company Entities Merger are subject to the following conditions precedent (except as to those which COFI Parent Bank or RCSB Company, as the case may chose be, may choose to waive): 57waive in writing): (a) No no preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent effect and no change in statute, rule, regulation or order preventing the consummation of the Bank Merger, the Subsidiary Merger, the Company Entities Merger or the Op Sub Merger shall have occurred and shall remain in effect; (b) The the parties shall have received all applicable regulatory approvals and consents (including without limitation, if appropriate, approval or waiver by the OTS, the OCC, the FDIC and the FSA) to consummate the transactions contemplated in by this Agreement Agreement, and all required waiting periods shall have expired; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the Company Merger; (d) The Registration Statement shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC; (ed) Each party shall have received the tax opinion addressed to it referred to in Section 5.12 of this Agreement; and (f) The COFI Parent Common Stock to be issued to holders of RCSB Company Common Stock shall have been approved for listing on the Nasdaq National Market NYSE subject to official notice of issuance; and (e) this Agreement shall have been duly adopted by holders of Company Common Stock constituting the Requisite Vote.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists) of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (a) No preliminary or permanent injunction or other order to the extent necessary, any applicable waiting period under the HSR Act relating to the transactions contemplated by any federal or state court which prevents the consummation of the Merger this Agreement shall have expired or been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Mergerterminated; (b) The parties shall have received all applicable regulatory approvals and consents to consummate no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated in by this Agreement and all required waiting periods shall have expiredbe in effect; (c) The respective holders of a majority the Registration Statement shall have become effective in accordance with the provisions of the outstanding COFI Common Stock and RCSB Common Stock Securities Act, no stop order shall have approved this Agreement been issued by the SEC and shall remain in effect with respect to the Company MergerRegistration Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) The Registration Statement shall have been declared effective under the Securities Act receipt of any required regulatory approvals and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SECnecessary third party approvals; (e) Each party this Agreement, the Merger, and the other Contemplated Transactions shall have received been duly adopted and approved by the tax opinion addressed to it referred to in Section 5.12 of this AgreementCompany Stockholder Approval, and the KBL Stockholder Proposals shall have been duly approved by the KBL Stockholder Approval; and (f) The COFI Common Stock after giving effect to be issued to holders of RCSB Common Stock the KBL Stockholder Redemption and any PIPE Investment, KBL shall have been approved for listing on at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Nasdaq National Market subject to official notice of issuanceExchange Act) remaining.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB Xxxxxxxxxx and Target Home Bank on the other hand, to consummate the Merger are subject to the following conditions precedent (except as to those which COFI or RCSB Xxxxxxxxxx may chose to waive): 57): (a) No no preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Merger; (b) The the parties shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated in this Agreement and all required waiting periods shall have expired; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the Company Merger; (d) The Registration Statement shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SECSEC and, if the offering for sale of the COFI Common Stock in the Company Merger pursuant to this Agreement is subject to the securities laws of any state, the Registration Statement shall not be subject to a stop order of any state securities authority; (ed) Each each party shall have received the tax opinion addressed to it referred to in Section 5.12 of this Agreement; and (fe) The the COFI Common Stock to be issued to holders of RCSB Xxxxxxxxxx Common Stock shall have been approved for listing on the Nasdaq National Market subject to official notice of issuance.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (a) No preliminary or permanent injunction or other order by the applicable waiting period under the HSR Act and approvals, if any, required under any federal or state court which prevents the consummation of the Merger foreign laws shall have been issued obtained and any waiting periods under any foreign laws shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Mergerhave expired or been terminated; (b) The parties shall have received all applicable regulatory approvals and consents to consummate no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated in by this Agreement and all required waiting periods shall have expiredbe in effect; (c) The respective holders of a majority the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the outstanding COFI Common Stock and RCSB Common Stock Securities Act, no stop order shall have approved this Agreement been issued by the SEC and shall remain in effect with respect to the Company MergerRegistration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) The Registration Statement the Company Shareholder Written Consent shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SECobtained; (e) Each party the Required Purchaser Shareholder Approval shall have received been obtained; (f) prior to the tax opinion addressed to it referred to Closing, Pubco shall have amended and restated its certificate of incorporation in Section 5.12 substantially the form of this Agreementthe Amended Pubco Certificate of Incorporation; and (fg) The COFI Common Stock after giving effect to be issued to holders of RCSB Common Stock the transactions contemplated hereby, Purchaser shall have been approved for listing on at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Nasdaq National Market subject to official notice of issuanceExchange Act) immediately after the Purchaser Merger Effective Time.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan and Charter One Bank Private on the one hand, and RCSB and Target Bank TSFC on the other hand, to consummate the Merger are subject to the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57precedent: (a) No preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Merger;. (b) The parties This Agreement and the Merger shall have been duly approved by the requisite vote of the stockholders of TSFC at a meeting duly called and held for such purpose, or such stockholders shall have executed an unanimous written consent in lieu thereof. (c) Private shall have received all applicable regulatory the necessary approvals (other than approval relating to the opening of the Office from the Applicable Regulatory Authorities) of the Applicable Governmental Authorities to acquire TSFC and consents to consummate the transactions contemplated in this Agreement hereby and all required waiting periods relating thereto shall have expired; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the Company Merger;. (d) The S-4 Registration Statement shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC;, or any other necessary securities law compliance shall have been achieved. (e) Each party shall have received Assuming the tax opinion addressed to it referred to in Section 5.12 Private Initial Public Offering has been, or will be, accomplished as herein provided, the shares of this Agreement; and (f) The COFI Private Common Stock which are to be issued to holders the stockholders of RCSB Common Stock TSFC upon consummation of the Merger shall have been approved authorized for listing on the The Nasdaq National Market Stock Market, subject to official notice of issuance.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger Transactions are subject to the satisfaction or, if permitted by applicable Law, written waiver by all of the Parties, of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (ai) No preliminary each applicable waiting period (and any extension thereof) under the HSR Act or permanent injunction any applicable Antitrust Law shall have expired or other order by been terminated and (ii) any federal approval or state court which prevents the consummation of the Merger Consent under any applicable Antitrust Law shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending obtained (or deemed, by applicable Law, to prevent the consummation of the Mergerhave been obtained), as applicable; (b) The parties no Order, Law or other legal restraint or prohibition issued by any court of competent jurisdiction or other Governmental Entity of competent jurisdiction enjoining or prohibiting the consummation of the Domestication or the Merger shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated be in this Agreement and all required waiting periods shall have expiredeffect; (c) The respective holders of a majority the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the outstanding COFI Common Stock and RCSB Common Stock Securities Act, no stop order shall have approved this Agreement been issued by the SEC and shall remain in effect with respect to the Company MergerRegistration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) The Registration Statement the Company Required Shareholder Approval shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SECobtained; (e) Each party the Required SPAC Shareholder Approvals shall have received the tax opinion addressed to it referred to in Section 5.12 of this Agreementbeen obtained; and (f) The COFI Common Stock to be issued to holders of RCSB Common Stock the Domestication shall have been approved for listing on consummated at least one Business Day prior to the Nasdaq National Market subject Closing Date in accordance with Section 2.1(a) and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to official notice of issuanceSPAC.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company and SPAC of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (a) No preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger Company Arrangement Resolution shall have been issued and shall remain approved by the Company Required Approval at the Company Shareholders Meeting in effect; nor shall there be any third party proceeding pending to prevent accordance with the consummation of the MergerInterim Order; (b) The parties the Interim Order and the Final Order shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated in been obtained on terms consistent with this Agreement and all required waiting periods shall not have expiredbeen set aside or modified in a manner unacceptable to either SPAC or the Company, each acting reasonably, on appeal or otherwise; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock Investment Canada Act Approval shall have approved this Agreement and the Company Mergerbeen obtained; (d) The Registration Statement shall have been declared effective under no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the Securities Act and no stop orders consummation of the Transactions shall be in effect and no proceedings for such purpose shall be pending or threatened by the SECeffect; (e) Each party the Registration Statement / Proxy Statement shall have received become effective in accordance with the tax opinion addressed provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to it referred to in Section 5.12 of this Agreementthe Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threated or initiated by the SEC and remain pending; (f) the SPAC Stockholder Approval shall have been obtained; and (fg) The COFI Common Stock after giving effect to be issued to holders of RCSB Common Stock the Transactions (including the PIPE Financing), SPAC shall have been approved for listing on at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Nasdaq National Market subject to official notice of issuanceExchange Act) immediately after the Effective Time.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (a) No preliminary or permanent injunction or other order any applicable waiting period under the HSR Act relating to the transactions contemplated by any federal or state court which prevents this Agreement and the consummation of the Merger Ancillary Documents, shall have expired or been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Mergerterminated; (b) The parties shall have received all applicable regulatory approvals and consents to consummate no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated in by this Agreement and all required waiting periods the Ancillary Documents shall have expiredbe in effect; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved Rotor Class A Shares to be issued pursuant to this Agreement and shall be listed on an applicable Stock Exchange (to be selected by the Company Mergerand Rotor as promptly as practicable following the date hereof) upon the Closing, subject to any compliance extension or ability to remedy non-compliance, in each case as permitted by such Stock Exchange continued listing rules; (d) The Registration Statement the Rotor Stockholder Approval shall have been declared effective under the Securities Act obtained and no stop orders shall be remain in effect full force and no proceedings for such purpose shall be pending or threatened by the SECeffect; (e) Each party the Required Company Shareholder Approval shall have received been obtained and remain in full force and effect; (f) the tax opinion addressed to it referred to Merger Sub Sole Stockholder Approval shall have been obtained and remain in Section 5.12 of this Agreementfull force and effect; and (fg) The COFI Common Stock to be issued to holders of RCSB Common Stock Rotor shall have been approved for listing on at least $5,000,001 of net tangible assets following the Nasdaq National Market subject to official notice exercise of issuanceRotor Stockholder Redemption in accordance with the Rotor Governing Documents.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (a) No preliminary all applicable waiting periods (and any extensions thereof) under the HSR Act with respect to the transactions contemplated by this Agreement, and any commitment to, or permanent injunction agreement (including any timing agreement) with, any Governmental Entity not to close the transactions contemplated by this Agreement, shall have expired or other order by any federal or state court which prevents been terminated, and all Consents under the consummation Laws listed in Section 6.1(a) of the Merger Company Disclosure Schedules shall have been issued obtained and shall remain in full force and effect; nor shall there be any third party proceeding pending to prevent the consummation of the Merger; (b) The parties shall have received all applicable regulatory approvals and consents to consummate no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated in by this Agreement and all required waiting periods shall have expiredbe in effect; (c) The respective holders of a majority the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the outstanding COFI Common Stock and RCSB Common Stock Securities Act, no stop order shall have approved this Agreement been issued by the SEC and shall remain in effect with respect to the Company MergerRegistration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) The Registration Statement each Company Party Stockholder Written Consent shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SECobtained; (e) Each party the Required Parent Stockholder Approval shall have received the tax opinion addressed to it referred to in Section 5.12 of this Agreementbeen obtained; and (f) The COFI Common Stock after giving effect to be issued to holders of RCSB Common Stock the transactions contemplated hereby (including the PIPE Financing and the Bridge Financing), Parent shall have been approved for listing on at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Nasdaq National Market subject to official notice of issuanceExchange Act) immediately after the Effective Time.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, to consummate the Merger are subject to the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57 (a) No preliminary or permanent injunction or other order by any federal or state court which prevents the consummation The obligations of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Merger; (b) The parties shall have received all applicable regulatory approvals and consents Parties to consummate the transactions contemplated in by this Agreement and all required are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party in accordance with Section 7.1(b), of the following conditions: (i) the applicable waiting periods period under the HSR Act relating to the transactions contemplated hereby shall have expiredexpired or been terminated; (cii) The respective holders no Order or Law issued by any court of a majority competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the outstanding COFI Common Stock and RCSB Common Stock shall have approved transactions contemplated by this Agreement and the Company MergerAncillary Documents shall be in effect; (diii) The the Registration Statement / Proxy Statement shall have been declared become effective under or final, in accordance with the provisions of the Securities Act Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, as applicable, and no proceeding seeking such a stop orders order shall be in effect and no proceedings for such purpose shall be pending have been threatened or threatened initiated by the SEC; (e) Each party shall have received the tax opinion addressed to it referred to in Section 5.12 of this AgreementSEC and remain pending; and (fiv) The COFI Common Stock to be issued to holders the Required PTIC II Shareholder Approval shall have been obtained; and (v) the listing of RCSB Common Stock the PTIC II Class A Shares shall have been approved by Nasdaq; (vi) after giving effect to the transactions contemplated hereby, PTIC II shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51 - 1(g)(1) of the Exchange Act) immediately after the Effective Time. (b) Any of the conditions to the obligations of the Parties set out in Section 7.1(a) may be waived by the Party, or Parties, for listing on whose benefit such condition exists. For the Nasdaq National Market subject avoidance of doubt, the condition to official notice the obligations of issuancethe Parties set out in Section 7.1(a)(i) may be waived by PTIC or the Company.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan and Charter One Bank Midwest on the one hand, and RCSB and Target Bank BFFC on the other hand, to consummate the Merger are subject to the following conditions precedent (except as to those which COFI or RCSB Midwest and BFFC may chose to waive): 57): (a) No preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Merger;. (b) The parties Midwest shall have received all the approval of the Federal Reserve Board and any other applicable regulatory approvals and consents authority to consummate the transactions contemplated in this Agreement acquire BFFC and all required waiting periods shall have expired;. (c) The respective holders of a majority Merger shall have been approved by the requisite vote of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the Company Merger;Stockholders. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC;. (e) Each party shall have received the tax opinion addressed to it referred to in Section 5.12 SECTION 5.11 of this Agreement; and. (f) The COFI Midwest Common Stock to be issued to holders of RCSB BFFC Common Stock shall have been approved for listing on the Nasdaq National Market Nasdaq/NMS subject to official notice of issuance.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (a) No preliminary or permanent injunction or other order the applicable waiting period under the HSR Act relating to the transactions contemplated by any federal or state court which prevents the consummation of the Merger this Agreement shall have expired or been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Mergerterminated; (b) The parties shall have received all applicable regulatory approvals and consents to consummate no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated in by this Agreement and all required waiting periods shall have expiredbe in effect; (c) The respective holders of a majority the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the outstanding COFI Common Stock and RCSB Common Stock Securities Act, no stop order shall have approved this Agreement been issued by the SEC and shall remain in effect with respect to the Company MergerRegistration Statement/Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) The Registration Statement the Company Shareholder Written Consent shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SECobtained; (e) Each party the Required TortoiseCorp III Shareholder Approval shall have received been obtained; (f) the tax opinion addressed to it referred to in Section 5.12 of this AgreementPrivate Placement Warrants Termination Agreement shall have been obtained; and (fg) The COFI Common Stock prior to be issued to holders of RCSB Common Stock the Closing, Pubco shall have been approved for listing on amended and restated its certificate of incorporation in substantially the Nasdaq National Market subject form of the Amended Pubco Certificate of Incorporation; (h) after giving effect to official notice the transactions contemplated hereby, TortoiseCorp III shall have at least $5,000,001 of issuancenet tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Havexxxxxx xxx Home Bank on the other hand, to consummate the Merger are subject to the following conditions precedent (except as to those which COFI or RCSB may Havexxxxxx xxx chose to waive): 57): (a) No no preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Merger; (b) The the parties shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated in this Agreement and all required waiting periods shall have expired; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the Company Merger; (d) The Registration Statement shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SECSEC and, if the offering for sale of the COFI Common Stock in the Company Merger pursuant to this Agreement is subject to the securities laws of any state, the Registration Statement shall not be subject to a stop order of any state securities authority; (ed) Each each party shall have received the tax opinion addressed to it referred to in Section 5.12 of this Agreement; and (fe) The the COFI Common Stock to be issued to holders of RCSB Common Havexxxxxx Xxxmon Stock shall have been approved for listing on the Nasdaq National Market subject to official notice of issuance.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (a) No preliminary or permanent injunction or other order the applicable waiting period under the HSR Act relating to the transactions contemplated by any federal or state court which prevents the consummation of the Merger this Agreement shall have expired or been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Mergerterminated; (b) The parties shall have received all applicable regulatory approvals and consents to consummate no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated in by this Agreement and all required waiting periods shall have expiredbe in effect; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock Company Stockholder Approval shall have approved this Agreement and the Company Mergerbeen obtained; (d) the Required Sandbridge Stockholder Approval shall have been obtained; (e) immediately following the Effective Time, Sandbridge shall satisfy any applicable continuing listing requirements of the NYSE, and Sandbridge shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time; (f) The Registration Statement / Proxy Statement shall have been declared become effective under the Securities Act and no stop orders order suspending the effectiveness of the Registration Statement / Proxy Statement shall be in effect have been issued and no proceedings proceeding for such purpose shall be pending have been initiated or threatened by the SEC; (e) Each party shall have received the tax opinion addressed to it referred to in Section 5.12 of this AgreementSEC and not withdrawn; and (fg) The COFI Common Stock after giving effect to be issued to holders of RCSB Common Stock the transactions contemplated hereby (including the PIPE Investment), Sandbridge shall have been approved for listing on at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Nasdaq National Market subject to official notice of issuanceExchange Act) immediately after the Effective Time.