Common use of Conduct of Business Pending Consummation Clause in Contracts

Conduct of Business Pending Consummation. 31 7.1 Affirmative Covenants of Each Party 31 7.2 Negative Covenants of Target 7.3 Negative Covenants of Target 7.4 Adverse Changes in Condition 33 7.5 Reports ARTICLE 8 ADDITIONAL AGREEMENTS 34 8.1 Registration Statement; Proxy Statement; Shareholder Approval 8.2 Applications 8.3 Filings of Articles of Merger 8.4 Investigation and Confidentiality 8.5 No Solicitations 8.6 Press Releases 8.7 Tax Treatment 37 8.8 Agreement of Affiliates 8.9 Indemnification 37 8.10 Employee Benefits and Contracts 39 8.11 Authorization and Approval of Purchaser Common Stock 39 8.12 Supplemental Indenture 8.13 Repurchase or Redemption of Target Preferred Stock 8.14 Payment of Target Trust Preferred Interest Payments 8.15 Prosecution of Regulatory Approvals 40 8.16 Meetings of Shareholders 40 ARTICLE 9 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE 9.1 Conditions to Obligations of Each Party 41 9.2 Conditions to Obligations of Purchaser 42 9.3 Conditions to Obligations of Target 43 ARTICLE 10 TERMINATION 10.1 Termination 10.2 Effect of Termination 10.3 Non-Survival of Representations and Covenants 10.4 Termination Payments ARTICLE 11 MISCELLANEOUS 47 11.1 Definitions 47 11.2 Expenses 56 11.3 Entire Agreement 56 11.4 Amendments 56 11.5 Waivers 56 11.6 Assignment 57 11.7 Notices and Service of Process 57 11.8 Governing Law 11.9 Counterparts 58 11.10 Captions; Articles and Sections 58 11.11 Interpretations 11.12 Severability 58 EXHIBITS Exhibit A Bank Plan of Merger Exhibit B Target Director Nominees Exhibit C-1 Form of Target Affiliate Agreement Exhibit C-2 Form of Purchaser Affiliate Agreement Exhibit D Matters to be Opined Upon by Target Counsel Exhibit E Matters to be Opined Upon by Purchaser Counsel AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 28, 2012, by and between NICOLET BANKSHARES, INC. (“Purchaser”), a Wisconsin corporation, and MID-WISCONSIN FINANCIAL SERVICES, INC. (“Target”), a Wisconsin corporation.

Conduct of Business Pending Consummation. 31 23 7.1 Affirmative Covenants of Each Party 31 GHC 23 7.2 Negative Covenants of Target GHC 24 7.3 Negative Covenants of Target CCBG 25 7.4 Adverse Changes in Condition 33 26 7.5 Reports 26 ARTICLE 8 - ADDITIONAL AGREEMENTS 34 26 8.1 Registration Statement; Proxy Statement; Shareholder Stockholder Approval 26 8.2 Exchange Listing 27 8.3 Applications 8.3 28 8.4 Filings of Articles of Merger 8.4 with State Offices 28 8.5 Agreement as to Efforts to Consummate 28 8.6 Investigation and Confidentiality 8.5 No Solicitations 8.6 28 8.7 Press Releases 8.7 29 8.8 Certain Actions 29 8.9 Accounting and Tax Treatment 37 8.8 Agreement 29 8.10 State Takeover Laws 30 8.11 Charter Provisions 30 8.12 Agreements of Affiliates 8.9 Indemnification 37 8.10 30 8.13 Employee Benefits and Contracts 39 8.11 Authorization and Approval 30 8.14 Indemnification 31 8.15 Board Meetings 32 8.16 Accounting Policies 32 8.17 Formation of Purchaser Common Stock 39 8.12 Supplemental Indenture 8.13 Repurchase or Redemption of Target Preferred Stock 8.14 Payment of Target Trust Preferred Interest Payments 8.15 Prosecution of Regulatory Approvals 40 8.16 Meetings of Shareholders 40 Interim National Bank Subsidiary 32 ARTICLE 9 - CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE 32 9.1 Conditions to Obligations of Each Party 41 32 9.2 Conditions to Obligations of Purchaser 42 CCBG 33 9.3 Conditions to Obligations of Target 43 GHC and FNBGC 35 ARTICLE 10 - TERMINATION 35 10.1 Termination 35 10.2 Effect of Termination 37 10.3 Non-Survival of Representations and Covenants 10.4 Termination Payments 38 ARTICLE 11 - MISCELLANEOUS 47 38 11.1 Definitions 47 38 11.2 Expenses 56 45 11.3 Brokers and Finders 46 11.4 Entire Agreement 56 11.4 46 11.5 Amendments 56 11.5 46 11.6 Waivers 56 11.6 46 11.7 Assignment 57 11.7 47 11.8 Notices and Service of Process 57 11.8 47 11.9 Governing Law 11.9 47 11.10 Counterparts 58 11.10 47 11.11 Captions; Articles and Sections 58 11.11 47 11.12 Interpretations 11.12 48 11.13 Enforcement of Agreement 48 11.14 Severability 58 EXHIBITS Exhibit A Bank Plan of Merger Exhibit B Target Director Nominees Exhibit C-1 Form of Target Affiliate Agreement Exhibit C-2 Form of Purchaser Affiliate Agreement Exhibit D Matters to be Opined Upon by Target Counsel Exhibit E Matters to be Opined Upon by Purchaser Counsel 48 Signatures 49 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “"Agreement”") is made and entered into as of November 28February 11, 20121999, by and between NICOLET BANKSHARESamong Capital City Bank Group, INC. Inc. (“Purchaser”"CCBG"), a Wisconsin Florida corporation; Xxxxx Holding Company ("GHC"), a Georgia corporation, and MID-WISCONSIN FINANCIAL SERVICES, INC. (“Target”)FIRST NATIONAL BANK OF XXXXX COUNTY, a Wisconsin corporationnational banking association.

Conduct of Business Pending Consummation. 31 16 7.1 Affirmative Covenants of Each Party 31 16 7.2 Negative Covenants of Target First Commerce 16 7.3 Negative Covenants of Target SBKC 18 7.4 Adverse Changes in Condition 33 18 7.5 Reports 18 7.6 Loan Portfolio Review 18 ARTICLE 8 ADDITIONAL AGREEMENTS 34 18 8.1 First Commerce Shareholder Approval; SBKC Registration Statement; Statement and Proxy Statement; Shareholder Approval Statement 18 8.2 Nasdaq Listing 19 8.3 Applications 8.3 19 8.4 Filings of Articles of Merger 8.4 with State Offices 19 8.5 Agreement as to Efforts to Consummate 19 8.6 Investigation and Confidentiality 8.5 19 8.7 No Solicitations 8.6 20 8.8 Press Releases 8.7 20 8.9 Tax Treatment 37 8.8 Agreement of Affiliates 8.9 20 8.10 Charter Provisions 20 8.11 Indemnification 37 8.10 and Insurance 20 8.12 Employee Benefits and Contracts 39 8.11 Authorization and Approval of Purchaser Common Stock 39 8.12 Supplemental Indenture 21 8.13 Repurchase or Redemption of Target Preferred Stock 8.14 Payment of Target Trust Preferred Interest Additional Payments 8.15 Prosecution of Regulatory Approvals 40 8.16 Meetings of Shareholders 40 22 ARTICLE 9 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE 22 9.1 Conditions to Obligations of Each Party 41 22 9.2 Conditions to Obligations of Purchaser 42 SBKC 23 9.3 Conditions to Obligations of Target 43 First Commerce 24 ARTICLE 10 TERMINATION 25 10.1 Termination 25 10.2 Effect of Termination 26 10.3 Non-Survival of Representations and Covenants 26 10.4 Termination Payments Payment 26 10.5 Reimbursement of Expenses 26 ARTICLE 11 MISCELLANEOUS 47 26 11.1 Definitions 47 26 11.2 Expenses 56 33 11.3 Brokers and Finders 33 11.4 Entire Agreement 56 11.4 33 11.5 Amendments 56 11.5 33 11.6 Waivers 56 11.6 33 11.7 Assignment 57 11.7 34 11.8 Notices and Service of Process 57 11.8 34 11.9 Governing Law 11.9 34 11.10 Counterparts 58 11.10 34 11.11 Captions; Articles and Sections 58 11.11 35 11.12 Interpretations 11.12 35 11.13 Severability 58 EXHIBITS Exhibit A Bank Plan of Merger Exhibit B Target Director Nominees Exhibit C-1 Form of Target Affiliate Agreement Exhibit C-2 Form of Purchaser Affiliate Agreement Exhibit D Matters to be Opined Upon by Target Counsel Exhibit E Matters to be Opined Upon by Purchaser Counsel 35 AGREEMENT AND PLAN OF MERGER REORGANIZATION THIS AGREEMENT AND PLAN OF MERGER REORGANIZATION (this “Agreement”) is made and entered into as of November 28April 9, 20122007, by and between NICOLET SECURITY BANK CORPORATION (“SBKC”), a corporation organized under the laws of the State of Georgia, with its principal office located in Macon, Georgia, and FIRST COMMERCE COMMUNITY BANKSHARES, INC. (“PurchaserFirst Commerce”), a Wisconsin corporationcorporation organized under the laws of the State of Georgia, and MID-WISCONSIN FINANCIAL SERVICESwith its principal office located in Douglasville, INC. (“Target”), a Wisconsin corporationGeorgia.

Conduct of Business Pending Consummation. 31 7.1 Affirmative Covenants of Each Party 31 7.2 Negative Covenants of Target 7.3 Negative Covenants of Target 7.4 Adverse Changes in Condition 33 7.5 Reports 21 6.1 AFFIRMATIVE COVENANTS OF SELLER 21 6.2 NEGATIVE COVENANTS OF SELLER 21 6.3 ADVERSE CHANGES IN CONDITION 23 6.4 REPORTS 23 ARTICLE 8 7—ADDITIONAL AGREEMENTS 34 8.1 Registration Statement; Proxy Statement; Shareholder Approval 8.2 Applications 8.3 Filings of Articles of Merger 8.4 Investigation and Confidentiality 8.5 No Solicitations 8.6 Press Releases 8.7 Tax Treatment 37 8.8 Agreement of Affiliates 8.9 Indemnification 37 8.10 Employee Benefits and Contracts 39 8.11 Authorization and Approval of Purchaser Common Stock 39 8.12 Supplemental Indenture 8.13 Repurchase or Redemption of Target Preferred Stock 8.14 Payment of Target Trust Preferred Interest Payments 8.15 Prosecution of Regulatory Approvals 40 8.16 Meetings of Shareholders 40 24 7.1 SHAREHOLDER APPROVAL 24 7.2 OTHER OFFERS, ETC. 24 7.3 CONSENTS OF REGULATORY AUTHORITIES 25 7.4 AGREEMENT AS TO EFFORTS TO CONSUMMATE 25 7.5 INVESTIGATION AND CONFIDENTIALITY 25 7.6 PRESS RELEASES 26 7.7 STATE TAKEOVER LAWS 26 7.8 CHARTER PROVISIONS 26 7.9 EMPLOYEE BENEFITS AND CONTRACTS 27 7.10 INDEMNIFICATION 27 7.11 ACCOUNTING POLICIES 28 7.12 SHAREHOLDER SUPPORT AGREEMENTS 28 ARTICLE 9 8—CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE 29 8.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY 29 8.2 CONDITIONS TO OBLIGATIONS OF BUYER 29 8.3 CONDITIONS TO OBLIGATIONS OF SELLER 31 ARTICLE 9—TERMINATION 32 9.1 Conditions to Obligations TERMINATION 32 9.2 EFFECT OF TERMINATION 33 9.3 NON-SURVIVAL OF REPRESENTATIONS AND COVENANTS 33 ii ARTICLE 10—MISCELLANEOUS 33 10.1 DEFINITIONS 33 10.2 EXPENSES 42 10.3 BROKERS AND FINDERS 42 10.4 ENTIRE AGREEMENT 42 10.5 AMENDMENTS 42 10.6 WAIVERS 43 10.7 ASSIGNMENT 43 10.8 NOTICES 43 10.9 GOVERNING LAW 44 10.10 COUNTERPARTS 44 10.11 CAPTIONS; ARTICLES AND SECTIONS 45 10.12 INTERPRETATIONS 45 10.13 ENFORCEMENT OF AGREEMENT 45 10.14 SEVERABILITY 45 EXHIBIT AND SCHEDULE INDEX Exhibits Description Exhibit 1 Plan of Each Party 41 9.2 Conditions to Obligations of Purchaser 42 9.3 Conditions to Obligations of Target 43 ARTICLE 10 TERMINATION 10.1 Termination 10.2 Effect of Termination 10.3 Non-Survival of Representations and Covenants 10.4 Termination Payments ARTICLE 11 MISCELLANEOUS 47 11.1 Definitions 47 11.2 Expenses 56 11.3 Entire Agreement 56 11.4 Amendments 56 11.5 Waivers 56 11.6 Assignment 57 11.7 Notices and Service of Process 57 11.8 Governing Law 11.9 Counterparts 58 11.10 Captions; Articles and Sections 58 11.11 Interpretations 11.12 Severability 58 EXHIBITS Share Exchange Exhibit A Bank 2 Plan of Merger Exhibit B Target Director Nominees Exhibit C-1 3 Form of Target Affiliate Shareholder Support Agreement Exhibit C-2 4 Form of Purchaser Affiliate Claims/Indemnification Letter Exhibit 5 Form of Employment Agreement Exhibit D Matters to be Opined Upon by Target Counsel 6 Form of Consulting Agreement Exhibit E Matters to be Opined Upon by Purchaser Counsel 7 Form of Non-Competition Agreement AGREEMENT AND PLAN OF MERGER SHARE EXCHANGE THIS AGREEMENT AND PLAN OF MERGER SHARE EXCHANGE (this “Agreement”) is made and entered into as of November 28May __, 20122005, by and between NICOLET BANKSHARESFirst Security Group, INC. Inc. (“PurchaserBuyer”), a Wisconsin Tennessee corporation; FSGBank, and MID-WISCONSIN FINANCIAL SERVICES, INC. N.A. (“TargetFSGBank”), a Wisconsin corporationnational bank organized under the laws of the United States; and Jxxxxxx Bank & Trust (“Seller”), a state bank organized under the laws of the State of Tennessee.