Common use of Deliveries by Seller at the Closing Clause in Contracts

Deliveries by Seller at the Closing. At the Closing, Seller shall execute and acknowledge, where appropriate, and deliver to Buyer, together with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the Loans; B. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, held by Seller as collateral for any of the Assets; C. The Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following the Closing Date); D. The Assets that are capable of physical delivery; E. A certificate duly executed by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), dated as of the Closing Date, pursuant to which such officer shall certify that (i) the representations and warranties of Seller as set forth in this Agreement were true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10); F. A certificate duly executed by the Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board of directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), setting forth all (i) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are in effect with respect to particular Deposit accounts or outstanding checks or other items, as of the close of business on the Business Day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDT, on the Closing Date); J. An executed bxxx of sale and assignment in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An assignment and assumption agreement in the form of Exhibit C hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment and Assumption Agreement”); L. A limited power of attorney in the form of Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2); and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this Agreement.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute and acknowledge, where appropriate, and deliver to Buyer, Buyer together with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the Loans, together with a participation agreement between Seller and Buyer with respect to the $3.8 million Loan to Medalist Properties 5, LLC, in form and substance satisfactory to Buyer, under which Seller retains a $1 million subordinated minority participation interest in such Loan; B. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, held by Seller as collateral for any of the Assets; C. The Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following the Closing Date)Records; D. The Assets that are capable of physical delivery; E. A certificate duly executed by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), dated as of the Closing Date, pursuant to which such officer shall certify that (i) the representations and warranties of Seller as set forth in this Agreement were are true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)Closing Date; (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 20152011, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.102.11); F. A certificate duly executed by the Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board Board of directors Directors of Seller and Seller’s parent corporation, Paragon Commercial Corporation, of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a A list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), setting forth all (i) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are entity in effect with respect to particular Deposit accounts or outstanding checks or other itemsthe Deposits, as of which Seller has actual knowledge as of the close of business on the Business Day business day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment Amount is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment Amount in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDTRichmond, Virginia time, on the Closing Date); ; J. An executed bxxx A xxxx of sale and assignment in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An , together with original certificates of title for all motor vehicles included within the Courier Assets, an assignment and assumption agreement in the form of Exhibit C hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment Seller, and Assumption Agreement”); L. A a limited power of attorney in the form of Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2); and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this Agreement.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute and acknowledgedeliver, where appropriate, and deliver or cause to Buyer, together with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitationbe delivered, the following to the Purchaser at the closing of the Transaction (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunderthe “Closing”): A. Documents properly endorsed without recourse for transfer reflecting (a) currently dated certificates from the assignment Florida Secretary of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds State evidencing the qualification and good standing of trust or mortgages, and any other agreements the Company and certificates of title to inure existence and good standing from the State of Florida of the Company and the Seller; (b) evidence of approval from the Seller and/or Manager for the transfer of the Transferred Interest to the benefit Purchaser and for the Purchaser to become a member of Buyer with respect to the Loans, and possession of any instruments (duly endorsed Company as necessary) securing Purchaser’s counsel or the LoansTitle Company may reasonably require; B. All collateral security (c) evidence of compliance with any nature whatsoever, including, without limitation, any and all insurance policies, held by procedure provided for in the organizational documents of the Company as Purchaser’s counsel or the Title Company may reasonably require; (d) evidence of the authority of the person or persons executing documents on behalf of the Seller as collateral for any of the AssetsTitle Company or Purchaser’s counsel may reasonably require; C. The Records that are capable (e) the Assignment of physical delivery (and any Records Transferred Interest in image file format being delivered substantially the same form attached hereto as soon as commercially practicableExhibit B, but in any eventassigning the Transferred Interest, within sixty (60) days following the Closing Date); D. The Assets that are capable of physical delivery; E. A certificate duly executed by an authorized executive officer representative of Seller Seller; (acting f) such affidavits as may be customarily and reasonably required by the Title Company in his or her official capacity, connection with the transfer of the Transferred Interest to enable the issuance of any endorsements typically provided in Florida in connection with membership interest transfers. (g) a counterpart signature page to that certain Amended and not individually), Restated Limited Liability Company Operating Agreement for the Company dated as of the Closing DateDate setting forth the rights and obligations of the Members of the Company, pursuant to the form of which such officer shall certify that is attached hereto as Exhibit C (the “Company Agreement”), duly executed by an authorized representative of Seller as a member of the Company; (h) an environmental indemnity agreement jointly and severally in favor of the Company and the Purchaser confirming the perpetual survival of (i) the Seller’s representations and warranties of Seller and indemnities therein with respect to Hazardous Materials as more fully set forth in this Agreement were true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier dateSection 6.2(s); (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10); F. A certificate duly executed by the Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board of directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency Seller’s representations and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), setting forth all (i) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are in effect warranties with respect to particular Deposit accounts or outstanding checks or other itemswetlands as more fully set forth in Section 6.2(k)(v), as of the close of business on the Business Day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDT, on the Closing Date); J. An executed bxxx of sale and assignment in the form of which is attached hereto as Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An assignment and assumption agreement in the form of Exhibit C hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller E (the “Assignment and Assumption Environmental Indemnity Agreement”); L. A limited power of attorney in the form of Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in QI Agreement, duly executed by the federal Foreign Investment in Real Property Tax Act Qualified Intermediary and an authorized representative of 1990 and Seller; and (iij) Seller is a non-blocked person per Appendix A to Title 31such other documents, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) instruments or opinions in form mutually agreeable and content reasonably acceptable to Seller and Buyer in order to effect Seller’s assignment and transfer counsel as may be required pursuant to Buyer of a valid leasehold interest this Agreement or as may be reasonably requested by the Title Company or Purchaser’s counsel in connection with the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any consummation of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2); and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this AgreementMembership Transaction.

Deliveries by Seller at the Closing. At the Closing, as conditions precedent to Closing, Seller shall execute and acknowledgedeliver, where appropriateor cause to be delivered, to Purchaser, and deliver Purchaser shall deliver, or cause to Buyerbe delivered, together with to Seller, as applicable, the following: (a) evidence satisfactory to Purchaser of (i) the third party consents set forth in Section 1.7 and releases (ii) any other required consents from third parties, including landlord(s), current lender(s), the State of liens Nevada, Xxxxx County and security interests when requiredCity of Las Vegas, certificates and other instruments for the transactions contemplated herein; (b) a xxxx of sale, assignments and assumptions of contracts and licenses as agreed to by Purchaser, and such other good and sufficient instruments of conveyance, transfer assignment and assignment relating transfer, duly executed by Seller and which are in form and substance reasonably satisfactory to all of the Assetscounsel to Purchaser and are legally sufficient to vest in Purchaser, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and any other agreements and certificates of good title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the Loans; B. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, held by Seller as collateral for any of the Assets; C. The (c) the Business Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following the Closing Date)all assets listed by Addendum; D. The Assets that are capable of physical delivery; E. A certificate duly executed by an authorized executive officer of Seller (acting in his or her official capacityd) certificates, and not individually), dated as of the Closing Date, pursuant to which such officer shall certify that (i) the representations and warranties of Seller as set forth in this Agreement were true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10); F. A certificate duly executed signed by the Secretary of Seller (acting in his or her official capacityand the Secretary of Purchaser, certifying as to the truth and accuracy of, and not individuallyattaching copies of, Seller’s and Purchaser’s charter documents and board of director and stockholder resolutions adopted in authorizing and approving this Agreement, and the Transaction; (e) pursuant an Estoppel Certificate in the form required by the Nevada Department of Taxation duly executed by Purchaser; (f) the Assumed Contracts, including properly assigned leases, if applicable, both equipment and real property, if any, and all Medical Marijuana or Recreational Marijuana licenses pertinent to which such officer shall certify the Seller, approved by the State of Nevada and transferred to Purchaser, as agreed to by Purchaser; (g) evidence of advance deposits, if any, duly executed by Seller; (h) Purchaser’s standard form of employment, work file and confidentiality agreement, in the form attached as an Exhibit, duly executed by each of the Key Employees; and (i) the due adoption by the board of directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (iia properly executed affidavit prepared in accordance with Treasury Regulations section 1.1445-2(b) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), setting forth all (i) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are in effect with respect to particular Deposit accounts or outstanding checks or other items, as of the close of business on the Business Day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDT, on the Closing Date); J. An executed bxxx of sale and assignment in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An assignment and assumption agreement in the form of Exhibit C hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment and Assumption Agreement”); L. A limited power of attorney in the form of Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect certifying Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2); and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this Agreementforeign status.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute and acknowledge, where appropriate, and deliver to Buyer, together with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the Loans; B. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, held by Seller as collateral for any of the Assets; C. The Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following the Closing Date); D. The Assets that are capable of physical delivery; E. A certificate duly executed by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), dated as of the Closing Date, pursuant to which such officer shall certify that (i) the representations take all steps necessary to place Buyer in actual possession, and warranties of Seller as set forth in this Agreement were true and correct in all material respects as operating control of the date hereof and remain true and correct in all material respects as of the Effective TimePurchased Assets, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10); F. A certificate duly executed by the Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board of directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) deliver to Buyer the incumbency and true signatures following: (a) a Xxxx of those officers Sale in the form of Exhibit A hereto (the “Xxxx of Sale”) duly executed by each member of the Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of SellerGroup; G. All documents, contracts, certificates, instruments, keys (b) an Assignment and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to other information described in this Assumption Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), setting forth all (i) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are in effect with respect to particular Deposit accounts or outstanding checks or other items, as of the close of business on the Business Day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDT, on the Closing Date); J. An executed bxxx of sale and assignment in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An assignment and assumption agreement in the form of Exhibit C hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment and Assumption Agreement”)) duly executed by each member of the Seller Group; L. A limited power (c) Patent Assignments in the form of attorney Exhibit C hereto (the “Patent Assignments”) duly executed by each relevant member of the Seller Group; (d) a Patent Licenses in the form of Exhibit D heretohereto duly executed by each relevant member of the Seller Group (the “Patent Licenses”); M. An agreement (e) Trademark Assignments in the form of Exhibit E hereto pursuant to which (the “Trademark Assignments”) duly executed by each relevant member of the Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary AccountsGroup; N. A limited warranty deed along with (f) Copyright Assignments in the form of Exhibit F hereto (the “Copyright Assignments”) duly executed by each relevant member of the Seller Group; (g) the Transition Services Agreement in the form of Exhibit G hereto (the “Transition Services Agreement”) duly executed by each relevant member of the Seller Group; (h) the Amendment Agreement in the form of Exhibit H hereto (the “Amendment”) duly executed by IDx, Inc. and the Seller; (i) such other good and sufficient instruments of transfer as shall be Buyer reasonably deems necessary or desirable and appropriate to effect Seller’s conveyance vest in Buyer all right, title and interest in, to Buyer of good and marketable title to under the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title companyPurchased Assets; O. Affidavits of Seller certifying that (ij) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 Consent and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificateRelease letters, in form and substance satisfactory to Buyer, from Royal Bank of Canada and Onset Capital Corporation together with termination statements or termination agreements in proper form for filing pursuant to the Personal Property Security Act (Ontario), Uniform Commercial Code, or with the US Patent and Trademark Office, US Copyright Office, Canadian Intellectual Property Office and other applicable registries with respect to any Lien on any of the Purchased Assets or the Business; (k) original copies of Assigned Contracts and Consents; (l) the Seller Closing Certificate; (m) a certificate of the Secretary of each member of the Seller Group dated the Closing Date and certifying: (A) that attached thereto are true and complete copies of all resolutions adopted by the Board of Directors of such member of the Seller Group and of the stockholders of the Seller in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; and (B) to the incumbency and specimen signature of each officer of such member of the Seller Group executing this Agreement and/or the Ancillary Agreements, and a certification by another officer of such member of the Seller Group as to the incumbency and signature of the Secretary of such member of the Seller Group; (n) a legal opinion of Stikeman Elliott LLP in the form and substance reasonably satisfactory to Buyer, addressed ; (o) evidence satisfactory to Buyer from that, in respect of the landlord for purchase and sale of the Mxxxxxxx Branch; R. A list Purchased Assets, the Seller has complied with the requirements of all recurring automated clearing house (ACHa) the Bulk Sales Act (Ontario) and FedWire transfer arrangements that are tied by agreement or any other standing arrangement to any applicable bulk sales legislation and (b) section 6 of the Deposits; S. All personnel records Retail Sales Tax Act (Ontario) and employee files with respect to all Assumed Employees (as defined in Section 10.2); and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition equivalent or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, corresponding provision under any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this Agreementapplicable tax legislation.

Deliveries by Seller at the Closing. At the Closing, Seller shall prepare, execute and acknowledge, where appropriateacknowledge (as applicable), and deliver to Buyer, in recordable form as appropriate, together with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents Documents, in forms to be reasonably agreed upon by Seller and Buyer, properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the Loans; B. All collateral security of any nature whatsoeverwhatsoever in Seller’s possession, including, without limitation, any and all insurance policies, policies held by Seller as collateral for any of the Assets; C. The Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following the Closing Date)Records; D. The Assets that are capable of physical delivery; E. A certificate duly executed by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), ) dated as of the Closing Date, pursuant certifying as to which such officer shall certify that (i) the representations and warranties of Seller as matters set forth in Section 6.1 of this Agreement were true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10)Agreement; F. A certificate duly executed by the Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board Board of directors Directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and therebythereby on behalf of Seller; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction transactions contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. All documents, contracts, certificates, instruments, keys and records as exist and are in Seller’s possession necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a A list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), ) setting forth all (i) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are entity in effect with respect to particular Deposit accounts or outstanding checks or other itemsthe Deposits, of which Seller has knowledge as of the close of business on the Business Day business day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment Amount is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement the Payment Amount in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDT, on the Closing Date)funds; J. An executed bxxx A xxxx of sale and assignment in substantially the form of Exhibit B hereto (the “Xxxx of Sale”) by which Seller transfers the Assets to Buyer; K. An assignment and assumption agreement in substantially the form of Exhibit C hereto (the “Assignment and Assumption Agreement”) by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment and Assumption Agreement”)Seller; L. A limited power of attorney in substantially the form of Exhibit D hereto(the “Limited Power of Attorney”) by which Seller provides Buyer with the authority and power to take certain actions pursuant to the terms of this Agreement; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to the Branch Employees assumed by Buyer as exist and are in Seller’s possession; N. A special warranty deed (the “Deed”) in substantially the form of Exhibit E, the cost of recording of which (together with all Assumed Employees state documentary (deed) taxes, any transfer tax, documentary (stamp) tax, or similar tax which becomes payable by reason of the transfer of the Real Property) shall be paid by Buyer, conveying title to the Real Property to Buyer free and clear of all encumbrances subject only to (i) the matters set forth in Schedule B2 of the Title Commitment or Survey to which Buyer does not reasonably object or to which Buyer waives any objection pursuant to Section 4.6C; (ii) easements, restrictions, and other matters of record or visible from the ground, applicable zoning laws, building restrictions and all other laws of duly constituted public authorities, grants of public rights of way, standard exceptions in the Title Commitment (excluding the “gap” exception, the exception for the lien for unpaid taxes and assessments, the survey exception, the parties in possession exception and the mechanics’ and materialmen’s liens exception), and any defect in or other exception to title that does not interfere in any material respect with the operation of the Real Property as a retail banking facility; (iii) all governmental laws, codes, ordinances and restrictions now or hereafter in effect (as defined in Section 10.2the same may affect the Real Property); (iv) the lien of real property taxes and assessments not yet due and payable; and (v) the Real Property Leases set forth on Schedule 1.1I (collectively, the “Permitted Exceptions”); and T. Written copies O. Assignments of all required consents lease, in substantially the form of third parties described in Section 2.9 belowExhibit F, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment fully executed by Seller in recordable form, assigning to Buyer all of the Branch Seller’s rights, title and interest under and with respect to each Real Property Lease, which consent shall not contain any condition together with such consents to assignment, if applicable, estoppel certificates or restriction unacceptable to Buyer in its sole discretionsimilar documents as may be reasonably requested by Buyer. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this Agreement. It is also understood that the items listed in items (C), (D) and (G) shall be transferred at the Branch immediately after the Effective Time.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute and acknowledge, where appropriate, and deliver to Buyer, together with third party consents and releases Holdco: (a) by wire transfer of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating immediately available funds to all of an account designated in writing by Holdco at least 2 Business Days prior to the Assets, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitationClosing, the following fixed amount calculated as set forth on Schedule 4.02(a) (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and less any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the Loans; B. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, held portion thereof paid by Seller as collateral for any of between the Assets; C. The Records that are capable of physical delivery (date hereof and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following the Closing Date), which amount is due and payable by Seller to Holdco; D. The (b) duly executed deeds, bills of sale, assignments and other documents and instruments of transfer providing for the sale, assignment, transfer, conveyance and delivery of the Acquired Assets in form and substance reasonably satisfactory to Holdco (it being understood that any such deed, bill of sale, assignment or other document or instrument shall not pxxxxde for any representations or warranties not otherwise expressly provided for in this Agreement); (c) the officer's certificates required to be delivered pursuant to Sections 9.02(a), (b) and (c); (d) evidence of each of the consents described in Section 9.02(d) in form and substance reasonably satisfactory to Holdco; (e) the opinion of Weil, Gotshal & Manges LLP, counsel to Seller, , as described in Section 9.02(f); (f) any other documents or instruments that are capable requested by Holdco during the period from the date of physical deliverythis Agreement to the Closing Date that are necessary or reasonably appropriate to evidence the transfer of the CMB Intellectual Property, Technology and Know-How or CMB Business Records; E. A certificate duly executed by an authorized executive officer (g) evidence of Seller (acting payment in his or her official capacity, and not individually)full of all financial obligations under the Master Agreement to Lease Equipment, dated as May 18, 1999 between Seller and Cisco Systems Capital Corporation, in form and substance reasonably satisfactory to Holdco; (h) a FIRPTA Non-Foreign Seller Certificate from Seller certifying that it is not a foreign person within the meaning of Section 1445 of the Code reasonably satisfactory in form and substance to Holdco; and (i) properly executed copies of each of the Transaction Documents to which Seller is a party and which have not been delivered prior to the Closing Date, pursuant to which such officer shall certify that (i) the representations and warranties of Seller as set forth in this Agreement were true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10); F. A certificate duly executed by the Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board of directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), setting forth all (i) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are in effect with respect to particular Deposit accounts or outstanding checks or other items, as of the close of business on the Business Day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDT, on the Closing Date); J. An executed bxxx of sale and assignment in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An assignment and assumption agreement in the form of Exhibit C hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment and Assumption Agreement”); L. A limited power of attorney in the form of Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2); and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this Agreement.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute and acknowledge, where appropriate, and deliver to Buyer, together with third party consents and releases Holdco: (a) by wire transfer of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating immediately available funds to all of an account designated in writing by Holdco at least 2 Business Days prior to the Assets, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitationClosing, the following fixed amount calculated as set forth on Schedule 4.02(a) (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and less any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the Loans; B. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, held portion thereof paid by Seller as collateral for any of between the Assets; C. The Records that are capable of physical delivery (date hereof and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following the Closing Date), which amount is due and payable by Seller to Holdco; D. The (b) duly executed deeds, bills of sale, assignments and other documents and instruments of transfer providing for the sale, assignment, transfer, conveyance and delivery of the Acquired Assets in form and substance reasonably satisfactory to Holdco (it being understood that any such deed, bill of sale, assignment or other document or instrument shall not xxxvide for any representations or warranties not otherwise expressly provided for in this Agreement); (c) the officer's certificates required to be delivered pursuant to Sections 9.02(a), (b) and (c); (d) evidence of each of the consents described in Section 9.02(d) in form and substance reasonably satisfactory to Holdco; (e) the opinion of Weil, Gotshal & Manges LLP, counsel to Seller, , as described in Section 9.02(f); (f) any other documents or instruments that are capable requested by Holdco during the period from the date of physical deliverythis Agreement to the Closing Date that are necessary or reasonably appropriate to evidence the transfer of the CMB Intellectual Property, Technology and Know-How or CMB Business Records; E. A certificate duly executed by an authorized executive officer (g) evidence of Seller (acting payment in his or her official capacity, and not individually)full of all financial obligations under the Master Agreement to Lease Equipment, dated as May 18, 1999 between Seller and Cisco Systems Capital Corporation, in form and substance reasonably satisfactory to Holdco; (h) a FIRPTA Non-Foreign Seller Certificate from Seller certifying that it is not a foreign person within the meaning of Section 1445 of the Code reasonably satisfactory in form and substance to Holdco; and (i) properly executed copies of each of the Transaction Documents to which Seller is a party and which have not been delivered prior to the Closing Date, pursuant to which such officer shall certify that (i) the representations and warranties of Seller as set forth in this Agreement were true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10); F. A certificate duly executed by the Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board of directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), setting forth all (i) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are in effect with respect to particular Deposit accounts or outstanding checks or other items, as of the close of business on the Business Day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDT, on the Closing Date); J. An executed bxxx of sale and assignment in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An assignment and assumption agreement in the form of Exhibit C hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment and Assumption Agreement”); L. A limited power of attorney in the form of Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2); and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this Agreement.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute deliver, or cause to be delivered, to Purchaser, the following items: (a) The duly executed officer's certificates and acknowledgecertified resolutions referred to in Sections 9.1, where appropriate9.2 and 9.6; (b) The Consents listed on Schedule 4.2 annexed hereto; (c) Sellers' Opinion of Counsel; (d) The Xxxx of Sale; (e) Certificates issued by appropriate Governmental Authorities evidencing, as of a recent date, the good standing and tax status of the Seller in its jurisdiction of formation; (f) A copy of the Certificate of Limited Partnership and the Partnership Agreement, certified by the President or a Vice President of the General Partner; (g) Except to the extent physically located at the Business Real Property, the books and records necessary to operate the Business; (h) All other previously undelivered documents that Seller is required to deliver to Buyer, together with third party consents Purchaser pursuant to this Agreement; (i) Duly executed and releases of liens and security interests when required, certificates acknowledged transfer Tax and other instruments required Tax forms reasonably required by Purchaser to consummate the transactions contemplated hereby, all in the form required by applicable Law; (j) Duly executed warranty deed conveying the Business Real Property to Purchaser in form substantially similar to the deeds described on Schedule 4.11(a) annexed hereto. (k) Duly executed instrument of sale, conveyance, transfer and assignment relating conveying to Purchaser or a wholly-owned Subsidiary thereof all of the Assetsright, title and containing solely warranties consistent with the representations interest of JPS Products in all applications and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse registrations for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the LoansIntellectual Property listed on Schedule 4.13 annexed hereto that is owned by JPS Products; B. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, held by Seller as collateral for any of the Assets; C. (l) The Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following the Closing Date); D. The Assets that are capable of physical delivery; E. A certificate duly executed by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), dated as of the Closing Date, pursuant to which such officer shall certify that (i) the representations and warranties of Seller as set forth in this Agreement were true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10); F. A certificate Guarantee duly executed by the Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board of directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of SellerLimited Partner; G. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), setting forth all (im) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are in effect with respect to particular Deposit accounts or outstanding checks or other items, as of the close of business on the Business Day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDT, on the Closing Date); J. An executed bxxx of sale and assignment in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An assignment and assumption agreement in the form of Exhibit C hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment and Assumption Agreement”); L. A limited power of attorney in the form of Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2)The FIRPTA Affidavit; and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by (n) The SC Seller, express or implied, except as set forth in this Agreement's Affidavit.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute and execute, acknowledge, where and/or deliver, as appropriate, to Purchaser the following: (a) The certificate of Seller confirming the truth and deliver to Buyer, together with third party consents and releases accuracy of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing solely warranties consistent with the representations and warranties contained in of Seller under this Agreement, including, without limitation, Agreement as of the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse for transfer reflecting Closing Date and the assignment performance by Seller of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust material obligations required to be performed by Seller under this Agreement at or mortgages, and any other agreements and certificates of title prior to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the LoansClosing; B. All collateral security of any nature whatsoever, including, without limitation, any and (b) Evidence that all insurance policies, held by Seller as collateral for any consents necessary in connection with this transaction have been obtained (which shall consist of the Assets; C. The Records original copies of all consents required to be obtained in writing and a certificate from Seller stating that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following the Closing Dateall other consents have been obtained); D. The (c) Evidence that all liens or encumbrances of any kind on the Assets that are capable of physical delivery; E. A certificate duly executed by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), dated shall have been released and/or a termination statement shall have been filed as of the Closing Date; (d) An assignment and bill xx sale substantially identical in form and substance to that attached hereto as EXHIBIT H (the "Assignment and Bill xx Sale"), conveying all of the Assets other than any Contracts which Purchaser has not elected to assume pursuant to which such officer shall certify that (i) the representations and warranties of Seller as set forth in this Agreement were true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in or for which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Seller has complied been unable to obtain requisite consents to assignment from applicable third parties; (e) All titles and other registration documents necessary to transfer title to the rigs, motor vehicles, and other tangible personalty shown on attached EXHIBIT B to Purchaser; (f) A non-competition agreement that is substantially identical in all material respects with all covenants contained in Article 4 form and its other agreements set forth herein and substance to that attached hereto as EXHIBIT I (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10the "Non-Competition Agreement"); F. A certificate (g) At the option of Purchaser, a lease that is substantially identical in form and substance to that attached hereto as EXHIBIT J, duly executed by the Secretary fee owner(s) of Seller such property (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board of directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually"Yard Lease"), setting forth all (i) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are in effect with respect to particular Deposit accounts or outstanding checks or other items, as of the close of business on the Business Day immediately preceding the Closing Date, together with an identification of a Phase I environmental assessment covering the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term leased premises that is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDT, on the Closing Date); J. An executed bxxx of sale and assignment in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An assignment and assumption agreement in the form of Exhibit C hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment and Assumption Agreement”); L. A limited power of attorney in the form of Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2); and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this AgreementPurchaser.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute deliver, or cause to be delivered, to Purchaser, the following items: (a) The duly executed officer's certificates and acknowledgecertified resolutions referred to in SECTIONS 9.1, where appropriate9.2 and 9.6; (b) The Consents listed on SCHEDULE 4.2 annexed hereto; (c) Sellers' Opinion of Counsel; (d) The Xxxx of Sale; (e) Certificates issued by appropriate Governmental Authorities evidencing, as of a recent date, the good standing and tax status of the Seller in its jurisdiction of formation; (f) A copy of the Certificate of Limited Partnership and the Partnership Agreement, certified by the President or a Vice President of the General Partner; (g) Except to the extent physically located at the Business Real Property, the books and records necessary to operate the Business; (h) All other previously undelivered documents that Seller is required to deliver to Buyer, together with third party consents Purchaser pursuant to this Agreement; (i) Duly executed and releases of liens and security interests when required, certificates acknowledged transfer Tax and other instruments required Tax forms reasonably required by Purchaser to consummate the transactions contemplated hereby, all in the form required by applicable Law; (j) Duly executed warranty deed conveying the Business Real Property to Purchaser in form substantially similar to the deeds described on SCHEDULE 4.11(A) annexed hereto. (k) Duly executed instrument of sale, conveyance, transfer and assignment relating conveying to Purchaser or a wholly-owned Subsidiary thereof all of the Assetsright, title and containing solely warranties consistent with the representations interest of JPS Products in all applications and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse registrations for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the LoansIntellectual Property listed on SCHEDULE 4.13 annexed hereto that is owned by JPS Products; B. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, held by Seller as collateral for any of the Assets; C. (l) The Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following the Closing Date); D. The Assets that are capable of physical delivery; E. A certificate duly executed by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), dated as of the Closing Date, pursuant to which such officer shall certify that (i) the representations and warranties of Seller as set forth in this Agreement were true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10); F. A certificate Guarantee duly executed by the Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board of directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of SellerLimited Partner; G. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), setting forth all (im) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are in effect with respect to particular Deposit accounts or outstanding checks or other items, as of the close of business on the Business Day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDT, on the Closing Date); J. An executed bxxx of sale and assignment in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An assignment and assumption agreement in the form of Exhibit C hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment and Assumption Agreement”); L. A limited power of attorney in the form of Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2)The FIRPTA Affidavit; and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by (n) The SC Seller, express or implied, except as set forth in this Agreement's Affidavit.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute and acknowledgedeliver, where appropriateor cause to be delivered, and deliver to BuyerBuyer the following: (i) a stock certificate evidencing the Shares, together with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all duly endorsed in blank or accompanied by stock powers duly executed in blank; (ii) a copy of the Assetsresolution of Seller’s governing body, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the Loans; B. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, held by Seller as collateral for any of the Assets; C. The Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following the Closing Date); D. The Assets that are capable of physical delivery; E. A certificate duly executed certified by an authorized executive appropriate officer of Seller (acting in his or her official capacity, capacity as such (and not individually), dated in his or her individual capacity) as having been duly and validly adopted and being in full force and effect as of the Closing Date, pursuant to which such officer shall certify that (i) the representations and warranties of Seller as set forth in this Agreement were true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10); F. A certificate duly executed by the Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board of directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements Ancillary Documents and documents contemplated hereby and performance by Seller of the taking of all actions transactions contemplated hereby and thereby; ; (iii) duly executed payoff letters (collectively, the “Payoff Letters”) with respect to the Payoff Indebtedness, (A) setting forth the amount required to repay in full all such Indebtedness and (iiB) providing for a release of all Liens granted by the Acquired Companies to the holders of such Indebtedness upon satisfaction of the conditions set forth therein; (iv) the incumbency and true signatures of those officers of Seller Escrow Agreement, duly authorized to act on its behalf in connection with the transaction contemplated executed by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. All documents(v) an IRS Form W-9 of Seller; provided, contractshowever, certificates, instruments, keys and records necessary or appropriate that the Buyer’s sole remedy for failure to transfer deliver such form shall be the safe deposit and safekeeping businesses related ability to the Safe Deposit Contractswithhold in accordance with Section 2.6; H. In addition to other information described in this Agreement regarding (vi) evidence that the Deposit accounts being transferred to Buyer Management Agreement, dated as of December 28, 2012, by and between Xxxxxxxxx and the related DepositorsCompany, has been terminated; and (vii) a listcertificate dated as of the Closing Date, certified signed by an authorized executive appropriate officer of Seller (acting in his or her official capacity, capacity as such (and not individuallyin his or her individual capacity), setting forth all (i) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are in effect with respect to particular Deposit accounts or outstanding checks or other items, as of the close of business on the Business Day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDT, on the Closing Date); J. An executed bxxx of sale and assignment in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An assignment and assumption agreement in the form of Exhibit C hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment and Assumption Agreement”); L. A limited power of attorney in the form of Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying effect that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2); and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as conditions set forth in this AgreementSections 8.1(a), 8.1(b) and 8.1(g) have been satisfied.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute and acknowledgedeliver, where appropriateor cause to be delivered, and deliver to Buyer, together with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following items: (all a) The duly executed officer’s certificates referred to in Section 8.2. (b) Evidence that the consents set forth on Schedule 8.7 have been obtained. (c) The duly executed Bxxx of Sale and such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust other executed assignments or mortgages, and any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loanstitle, and possession of any instruments (duly endorsed as necessary) securing the Loans; B. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, held by Seller as collateral for any of the Assets; C. The Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following the Closing Date); D. The Assets that are capable of physical delivery; E. A certificate duly executed by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), each dated as of the Closing Date, pursuant as are reasonably necessary to which such officer shall certify that transfer to Buyer all of Seller’s right, title and interest in, to and under the Purchased Assets. (d) Title to the Owned Real Property by recordable special warranty deed, subject only to (i) the representations matters disclosed by the Survey and warranties of Seller as set forth in this Agreement were true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)any updated survey; (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements those matters set forth herein as title exceptions in the marked Title Commitments referred to in Section 3.9(c); and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or such other matters as will not in the aggregate materially interfere with the use of the Owned Real Property as currently used (collectively, items (i), (ii) and (iii) are herein referred to as the “Permitted Exceptions”). (e) A certificate that Seller is reasonably likely to have not a Material Adverse Change foreign person within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b). (as defined f) Duly executed assignments for all Intellectual Property and evidence of change of name of Seller and any nameholder corporation owned by Seller whose name is included in the Purchased Assets. (g) The Good Standing Tax Certificates referenced in Section 2.10);8.5. F. A certificate duly executed by (h) Certificates of the Secretary or an Assistant Secretary of Seller (acting in his or her official capacitySeller, and not individually) pursuant to which such officer shall certify dated the Closing Date: (i) as to the due adoption by incumbency and signatures of the board of directors officers or representatives of Seller executing this Agreement and each of corporate the ancillary agreements and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary; and (ii) certifying attached resolutions attached to such certificate authorizing of the transaction Members of Seller, which authorize and approve the execution and delivery of this Agreement and each of the other ancillary agreements and documents contemplated hereby to which Seller is a party and the taking consummation of all actions the transactions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller;. G. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), setting forth all (i) garnishmentsThe duly executed Escrow Agreement. (j) Seller’s counsel’s legal opinion. (k) A perpetual, similar court orders, tax liens royalty free and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as interminable license from Guarantor to whom Seller has received a “back-up withholding” order from Buyer for the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are in effect with respect to particular Deposit accounts or outstanding checks or other items, as use of the close of business proprietary software applications owned by Guarantor and listed as Item No. 7 on the Business Day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDT, on the Closing Date); J. An executed bxxx of sale and assignment in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An assignment and assumption agreement in the form of Exhibit C hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment and Assumption Agreement”); L. A limited power of attorney in the form of Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2); and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this AgreementSchedule 3.15.

Deliveries by Seller at the Closing. At the Closing, Seller ----------------------------------- shall execute and acknowledge, where appropriate, and and/or deliver to Buyer, together with third party consents such instruments to be in form and releases substance satisfactory to Seller and Buyer, the following: (i) A xxxx of sale in the form of Exhibit "D" ----------- hereto, conveying to Buyer the Leasehold Improvements, the Furniture, Fixtures, and Equipment and certain other Assets that are personal property, with a warranty by Seller that as of the Closing Date there are no outstanding liens or claims against such Assets and security interests when required, certificates and other instruments a general warranty of sale, conveyance, transfer and assignment relating to title; (ii) One or more assignments of all of Seller's rights, title and interests in the Assets, Lease and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following Assumed Contracts; (all iii) Copies of such actions constituting conditions precedent written consents to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds the Lease or Assumed Contracts requiring such consent; (iv) A Records Agreement in the form of trust or mortgages, and any other agreements and certificates of title Exhibit "C" ----------- pursuant to inure which Seller shall provide Buyer with access to the benefit of Buyer certain records with respect to the Branch; (v) The Preliminary Closing Statement; (vi) Original notes for all Branch Loans, endorsed without recourse, and possession of any instruments (duly endorsed as necessary) securing the Loansall related loan files; B. (vii) Payment to Buyer as may be required pursuant to Section 2.1 of this Agreement in immediately available funds (such ----------- payment to be made at a time no later than 12:00 Noon, Dallas, Texas time, on the Closing Date); (viii) All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, whatsoever held by Seller as collateral for any of the Assets; C. The Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60ix) days following the Closing Date); D. The Assets that are capable of physical delivery; E. A certificate duly executed by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), dated as Possession of the Closing Date, pursuant Assets and access to which such officer shall certify that (i) and keys for the representations and warranties of Seller as set forth in this Agreement were true and correct in all material respects as office of the date hereof and remain true and correct in all material respects as of the Effective TimeBranch, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10); F. A certificate duly executed by the Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board of directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), setting forth all (i) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are in effect with respect to particular Deposit accounts or outstanding checks or other items, as of delivered at the close of business on the Business Day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDT, on the Closing Date); J. An executed bxxx of sale and assignment in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An assignment and assumption agreement in the form of Exhibit C hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment and Assumption Agreement”); L. A limited power of attorney in the form of Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2); and T. Written copies of all (x) A non-foreign affidavit as required consents of third parties described in by Section 2.9 below, including, without limitation, the written consent 1445 of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this AgreementIRC.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute and acknowledge, where appropriate, and will deliver to Buyer, together with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and : (a) an assignment relating to all of the AssetsMembership Interests executed by Seller to Buyer (the “Assignment of Membership Interests”), and containing solely warranties consistent with substantially in the representations and warranties contained in this Agreement, including, without limitation, the following (all form of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the LoansExhibit E; B. All collateral security (b) a certificate executed on behalf of any nature whatsoeverSeller by an officer thereof, including, without limitation, any and all insurance policies, held by Seller as collateral for any of the Assets; C. The Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following dated the Closing Date), certifying that the conditions set forth in Section 5.2(a)-Section 5.2(c) have been fulfilled; D. The Assets that are capable (c) all minute books, stock records and register of physical deliverymembers of the Company; E. A certificate duly executed by an authorized executive officer of Seller (acting d) evidence in his or her official capacity, form and not individually), dated substance reasonably acceptable to Buyer that all Affiliate Agreements have been terminated as of the Closing Datewith no further Liability to the Company, pursuant other than those Affiliate Agreements set forth in Section 7.20 of the Disclosure Schedule; (e) evidence in form and substance reasonably acceptable to which such officer shall certify Buyer that each of (i) the representations and warranties of Seller as set forth in this Agreement were true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10); F. A certificate duly executed by the Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board of directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; Conversion and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of SellerRestructuring has been completed; G. All documents, contracts, certificates, instruments, keys (f) Pay-Off Letters and records necessary or appropriate to transfer the safe deposit related releases of Encumbrances and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to such other information described documentation in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a list, certified by an authorized executive officer respect of Seller (acting in his or her official capacity, and not individually), setting forth all (ieach item of Indebtedness on Section 6.2(f) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are in effect with respect to particular Deposit accounts or outstanding checks or other items, as of the close of business on the Business Day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment in immediately available funds by wire transfer (such payment Disclosure Schedule to be made at a time no later than 2:00 p.m.paid off, EDTand/or Encumbrances to be released, on the Closing DateDate (which shall include all Encumbrances listed in Section 1.1(a) of the Disclosure Schedule relating to the Pay-Off Letters); J. An executed bxxx of sale , in each case, in form and assignment in the form of Exhibit B hereto by which Seller transfers the Assets substance reasonably satisfactory to Buyer; K. An assignment (g) resignations, effective as of immediately after the Closing, of each officer and assumption agreement director (or such equivalent governing body, if any) of the Company set forth on Section 6.2(g) of the Disclosure Schedule, in form and substance reasonably acceptable to Buyer; (h) a Transition Services Agreement, substantially in the form attached hereto as Exhibit F, duly executed by Seller or one of its Affiliates (the “Transition Services Agreement”); (i) (i) a certificate stating that Seller is not a “foreign person” for purposes of Section 1445 of the Code pursuant to Treasury Regulation Section 1.1445-2(b)(2) and (ii) a properly completed and executed Internal Revenue Service Form W-9; (j) the Facilities Operations and Maintenance Agreement (the “Facilities Operations and Maintenance Agreement”), substantially in the form attached hereto as Exhibit C hereto H, duly executed by which Seller assigns CEIP; and (k) the Liabilities to Buyer Assignment and Buyer assumes the Liabilities from Seller Assumption Agreement (the “Assignment and Assumption Agreement”); L. A limited power of attorney , substantially in the form of attached hereto as Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simpleI, including documents, certificates and affidavits of Seller required duly executed by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2); and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this AgreementCEIP.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute and acknowledge, where appropriate, and deliver to Buyer, Buyer together with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the LoansThe Records; B. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, held by Seller as collateral for any of the Assets; C. The Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following the Closing Date); D. The Assets that are capable of physical delivery; E. C. A certificate duly executed by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), dated as of the Closing Date, pursuant to which such officer shall certify that (i) the representations and warranties of Seller as set forth in this Agreement were are true and correct in all material respects as of the date hereof Closing Date; and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10); F. D. A certificate duly executed by the Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board of directors of Seller and Seller’s parent corporation, New Century Bancorp, Inc., of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. E. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. F. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), setting forth all (i) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositorsdeposit customers, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each either case as to which Seller has Knowledge received notice and which are in effect with respect to particular Deposit accounts or outstanding checks or other items, as of the close of business items on the Business Day business day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry)thereof; I. G. If the Settlement Payment Amount is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment Amount in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDTNorth Carolina time, on the Closing Date); J. An executed bxxx H. A xxxx of sale and assignment in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An Buyer and an assignment and assumption agreement in the form of Exhibit C hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller Seller; I. All personnel records and employee files with respect to all Assumed Employees (the “Assignment and Assumption Agreement”as defined in Section 10.2); L. J. A limited power of attorney in the form of Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited special warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. K. A list of all recurring automated clearing house (ACH) and FedWire transfer Fed wire direct deposit or automatic draft or payment arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2); and T. Written copies L. Copies in writing of all required consents of governmental bodies and third parties described in Section 2.9 2.5 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this Agreement.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute execute, acknowledge and acknowledge, where deliver to Buyer in recordable form as appropriate, and deliver to Buyer, together with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. A special warranty deed covering the Real Property in the form of Exhibit “B” hereto; B. A general warranty xxxx of sale covering the Personal Property in the form of Exhibit “C” hereto; C. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the Loans; B. D. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, whatsoever held by Seller as collateral for any of the Assets; C. The E. All of the Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following other than the Closing DateOptical Disk Records); D. F. The Preliminary Balance Sheet; G. The Cash on Hand and such of the other Assets that are capable of physical delivery; E. H. A certificate duly executed by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), dated as of the Closing Date, pursuant to which such officer shall certify that (ia) the representations and warranties of Seller as set forth in this Agreement were are true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)Closing Date; (iib) Seller has complied in all material respects with all covenants contained in Article 4 6 and its other agreements set forth herein and (iiic) that since March 31September 30, 20152008, there has been no Material Adverse Change or any condition, event, change condition or occurrence that, individually circumstance that has occurred or collectively, is reasonably likely to have occur that would prevent Seller from performing any of its obligations under this Agreement or consummating the transactions contemplated hereby (any of such events being referred to herein as a “Material Adverse Change (as defined in Section 2.10Change”); F. I. A certificate duly executed by the Cashier or Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board Board of directors Directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. J. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related businesses, if any, of the Branch to Buyer; K. Possession of the Assets and access to and keys to the Safe Deposit ContractsBranch and all security devices located at the Branch, together with security codes for access to the Branch and combinations to all locking devices of Seller located at the Branch; H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a L. A list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), setting forth all (i) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are entity in effect with respect to particular Deposit accounts or outstanding checks or other items, as of the close of business on the Business Day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry)Deposits; I. If the Settlement M. Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal as is required pursuant to such positive Settlement Payment Section 1.5 in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDTWaco, Texas time, on the Closing Date); J. An executed bxxx N. A Power of sale and assignment Attorney in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer“D” hereto; K. O. An assignment and assumption agreement in the form of Exhibit C “E” hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment and Assumption Agreement”); L. A limited power of attorney in the form of Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations;; and P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Branch Employees (as defined in Section 10.211.1); and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this Agreement.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute and acknowledgedeliver, where appropriateor cause to be delivered, and deliver to Buyer, together with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of Buyer the Assets, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following following: (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessaryi) securing the Loans; B. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, held by Seller as collateral for any of the Assets; C. The Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following the Closing Date); D. The Assets that are capable of physical delivery; E. A certificate membership interest assignments duly executed by Seller evidencing the transfer and conveyance of the Securities to Buyer; (ii) a copy of the resolutions of each of Seller’s and the Company’s governing body, certified by an authorized executive officer of Seller (acting or the Company, as applicable, in his or her official capacity, capacity as such (and not individually)in his or her individual capacity) as having been duly and validly adopted and being in full force and effect as of the Closing Date, authorizing the execution and delivery of this Agreement and performance by Seller and the Company of the transactions contemplated hereby; (iii) a certificate executed by the secretary or other duly authorized officer of each Acquired Company, dated as of the Closing Date, pursuant to which such officer shall certify that certifying (iA) the representations and warranties of Seller as set forth in this Agreement were true and correct in all material respects as copies of the date hereof Organizational Documents of such Acquired Company, and remain true (B) as to the incumbency and correct in all material respects as genuineness of the Effective Time, except with respect to those representations signatures of Seller and warranties specifically made as each Acquired Company executing this Agreement and any of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10)the Ancillary Documents; F. A certificate duly executed (iv) certificates of existence and good standing (or equivalent certification) for each Acquired Company, certified by the Secretary of State or similar issuing Governmental Entity of its jurisdiction of organization, as of a date no more than ten (10) Business Days prior to Closing; (v) written resignations from, and duly executed by, each officer, director and manager of each of the Acquired Companies listed on Schedule 2.4(a)(v); (vi) payoff letters (collectively, the “Payoff Letters”) with respect to the Payoff Indebtedness, (A) setting forth the amount required to repay in full all such Payoff Indebtedness and (B) providing for (1) a release by the holders of such Payoff Indebtedness of all Liens granted by or otherwise applicable to the Acquired Companies to secure such Payoff Indebtedness and (2) the termination of such Payoff Indebtedness (except for customary obligations surviving the termination thereof or otherwise permitted to survive the termination thereof), and, to the extent not included in the Payoff Letters, evidence in form and substance reasonably acceptable to Buyer of the release of all Liens (other than Permitted Liens) on the Equity Securities, assets or any portion of the businesses of the Acquired Companies, in each case subject only to the satisfaction by Buyer of its payment obligations under Section 2.4(b)(i); (vii) unless otherwise requested by Buyer at least five (5) Business Days prior to the Closing, duly authorized and approved resolutions of the board of directors or other governing body of the applicable Acquired Company terminating each Employee Plan identified on Schedule 2.4(a)(vii), in each case effective as of the day before the Closing Date; (viii) the Escrow Agreement, duly executed by Xxxxxx; (ix) the Supply Agreement, duly executed by PFB Custom Homes and the applicable Acquired Companies party thereto; (x) evidence that each of (A) that certain Advisory Agreement, dated as of December 17, 2021, by and among Riverside Global Partners, LLC, PFB Holdco, Inc. and the other parties party thereto, as amended, and (B) that certain Fourth Amended and Restated Consulting Agreement, dated January 1, 2022, between PFB, Inc. and Catamaran Consulting, Inc, has been terminated; (xi) a customary payoff letter with respect to the Transaction Expenses under that certain Letter Agreement, dated April 13, 2024, by and between PFB Holdco, Inc. and Xxxxxxxx Xxxxx Capital, Inc., as amended pursuant to that certain Amendment, dated August 19, 2024, between PFB Holdco, Inc. and Xxxxxxxx Xxxxx Capital, Inc.; (xii) evidence of (A) the completion of the Pre-Closing Reorganization, including true and complete copies of the duly executed Reorganization Documents and (B) the formal dissolution of PFB Real Estate in accordance with applicable Laws; (xiii) each Acquired Company’s stock transfer books and ledger; provided, that the Parties acknowledge and agree that delivery of such stock transfer books and ledger shall be satisfied by Seller making such stock transfer books and ledger available to Buyer at the Company’s headquarters in Calgary, Alberta, Canada; (acting xiv) a complete archive copy of the “Project Carrera” virtual data room hosted by Intralinks as of the Closing Date; (xv) a certificate dated as of the Closing Date, signed by an officer of Seller in his or her official capacity, capacity as such (and not individually) pursuant to which such officer shall certify (i) the due adoption by the board of directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a list, certified by an authorized executive officer of Seller (acting in his or her official individual capacity, and not individually), setting to the effect that the conditions set forth all (iin Sections 7.1(a), 7.1(b) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii7.1(e) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are in effect with respect to particular Deposit accounts or outstanding checks or other items, as of the close of business on the Business Day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDT, on the Closing Date); J. An executed bxxx of sale and assignment in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An assignment and assumption agreement in the form of Exhibit C hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller have been satisfied (the “Assignment and Assumption AgreementSeller Certificate”); L. A limited power of attorney in (xvi) the form of Exhibit D heretoTransition Services Agreement, duly executed by PFB Custom Homes; M. An agreement in (xvii) the form License Agreement, duly executed by PFB Custom Homes and PFB America Corporation; and (xviii) an acknowledgement consistent with the last sentence of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for Section 2 of the Custodial/Fiduciary Accounts;Sponsor Restrictive Covenant Agreement, duly executed by Riverside Partners, L.L.C. N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller (xix) a properly completed IRS Form W-9 certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A subject to Title 31backup withholding, Chapter V of the Code of Federal Regulations; P. An duly executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2); and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this AgreementXxxxxx.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute and acknowledge, where appropriate, and deliver to Buyer, Buyer together with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the Loans, together with a participation agreement between Seller and Buyer with respect to the $3.8 million Loan to Medalist Properties 5, LLC, in form and substance satisfactory to Buyer, under which Seller retains a $1 million subordinated minority participation interest in such Loan; B. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, held by Seller as collateral for any of the Assets; C. The Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following the Closing Date)Records; D. The Assets that are capable of physical delivery; E. A certificate duly executed by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), dated as of the Closing Date, pursuant to which such officer shall certify that (i) the representations and warranties of Seller as set forth in this Agreement were true and correct in all material respects as of June 1, 2011, when the Original Agreement was executed and delivered (the “Original Agreement Signing Date”) and as of the date hereof of this Agreement, and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)Closing Date; (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 20152011, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.102.11); F. A certificate duly executed by the Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board Board of directors Directors of Seller and Seller’s parent corporation, Paragon Commercial Corporation, of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a A list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), setting forth all (i) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are entity in effect with respect to particular Deposit accounts or outstanding checks or other itemsthe Deposits, as of which Seller has actual knowledge as of the close of business on the Business Day business day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment Amount is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment Amount in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDTRichmond, Virginia time, on the Closing Date); ; J. An executed bxxx A xxxx of sale and assignment in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An , together with original certificates of title for all motor vehicles included within the Courier Assets, an assignment and assumption agreement in the form of Exhibit C D hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment Seller, and Assumption Agreement”); L. A a limited power of attorney in the form of Exhibit D C hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2); and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this Agreement.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute and acknowledge, where appropriate, and will deliver to Buyer, together with third party consents and releases : (a) the assignments of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and any other agreements and certificates of title to inure to the benefit of Buyer membership interest with respect to the LoansEquity Interests, and possession duly executed by Seller in favor of any instruments (duly endorsed as necessary) securing the LoansBuyer; B. All collateral security (b) a certificate executed on behalf of any nature whatsoeverSeller by an officer thereof, including, without limitation, any and all insurance policies, held by Seller as collateral for any of the Assets; C. The Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following dated the Closing Date, certifying that the conditions set forth in Section 5.2(a)-(c) have been fulfilled; (c) appropriate payoff letters or other documentation (including certification from Seller as to the amount of Funded Indebtedness owed to Seller or its Affiliates) reasonably sufficient to evidence satisfaction upon payment of the outstanding balances under any Funded Indebtedness of the Company and certifying that all Encumbrances securing such Funded Indebtedness will be released promptly upon payment thereof; (d) all minute books and membership interest records of the Company; (e) resignations, effective as of immediately after the Closing, of each officer and manager of the Company; (f) a Non-Competition Agreement, substantially in the form attached hereto as Exhibit B, duly executed by Seller (the “Non-Competition Agreement”); D. The Assets that are capable of physical delivery; E. A certificate (g) an Indemnity Escrow Agreement, substantially in the form attached hereto as Exhibit C, duly executed by an authorized executive officer of Seller and Escrow Agent (the “Indemnity Escrow Agreement”); (h) a Transition Services Agreement, pursuant to which, following the closing, (i) Seller or its Affiliates will provide certain services described on Exhibit D to the Company and (ii) the Company or its Affiliates will provide certain services described on Exhibit D to Seller or its Affiliates, duly executed by Seller (acting in his or her official capacitythe “Transition Services Agreement”); (i) a true, correct and not individually), dated complete schedule listing of all outstanding accounts receivable of the Company as of the Closing DateDate in the format produced by the Company’s accounting system on the date hereof (the “Closing Date Accounts Receivable Schedule”); (j) a certificate certified by the Secretary or Assistant Secretary of Seller attaching, pursuant to which such officer shall certify that and certifying the true, accurate and complete nature of, (i) a copy of the representations and warranties certificate of formation of Seller as set forth in this Agreement were true and correct in all material respects as of the date hereof and remain true and correct in all material respects as of the Effective TimeCompany, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10); F. A certificate duly executed certified by the Secretary of Seller State of their respective states of formation, (acting in his or her official capacityii) a copy of the operating agreement of the Company, and not individually(iii) pursuant to which such officer shall certify (i) a copy of the due adoption by resolutions of the board Board of directors Directors of Seller of corporate resolutions attached to such certificate authorizing approving the transaction execution, delivery and the execution and delivery performance of this Agreement and the other agreements and documents consummation of the transactions contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related to the Safe Deposit Contracts; H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), setting forth all (i) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authorityhereby, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are in effect a copy of a Certificate of Good Standing issued by the Delaware Secretary of State with respect to particular Deposit accounts or outstanding checks or other itemsCompany; (k) reasonable evidence of all consents and approvals needed from Open Link Financial, as Inc. to ensure that the Company and Buyer shall have the benefit of the close of business Software and Services Contract between Seller and Open Link Financial, Inc. in effect on the Business Day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry); I. If the Settlement Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal to such positive Settlement Payment in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDT, on the Closing Date); J. An executed bxxx of sale and assignment in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer; K. An assignment and assumption agreement in the form of Exhibit C hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment and Assumption Agreement”); L. A limited power of attorney in the form of Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations; P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2)date hereof; and T. Written copies of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch (l) a certificate as to the assignment by non-foreign status of Seller pursuant to Buyer of Treasury Regulation Section 1.1445-2(b)(2); provided, that if Seller fails to deliver the Branch Leasecertificate required under this Section 6.2(m), which consent shall not contain any condition or restriction unacceptable to Buyer in its Buyer’s sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, recourse shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except to withhold such amounts as set forth in this Agreementit is required to withhold under the Code.

Deliveries by Seller at the Closing. At the Closing, Seller shall execute execute, acknowledge and acknowledge, where deliver to Buyer in recordable form as appropriate, and deliver to Buyer, together with third party consents and releases of liens and security interests when required, certificates and other instruments of sale, conveyance, transfer and assignment relating to all of the Assets, and containing solely warranties consistent with the representations and warranties contained in this Agreement, including, without limitation, the following (all of such actions constituting conditions precedent to Buyer’s obligations to close hereunder): A. A xxxx of sale covering the Personal Property in the form of Exhibit “B” hereto; B. A special warranty deed covering the Real Property in the form of Exhibit “C” hereto. C. Documents properly endorsed without recourse for transfer reflecting the assignment of all notes, guaranties, deeds of trust, security agreements, pledge agreements, financing statements, deeds of trust or mortgages, and any other agreements and certificates of title to inure to the benefit of Buyer with respect to the Loans, and possession of any instruments (duly endorsed as necessary) securing the Loans; B. D. All collateral security of any nature whatsoever, including, without limitation, any and all insurance policies, whatsoever held by Seller as collateral for any of the Assets; C. The E. All of the Records that are capable of physical delivery (and any Records in image file format being delivered as soon as commercially practicable, but in any event, within sixty (60) days following other than the Closing DateOptical Disk Records); D. F. The Preliminary Balance Sheet; G. The Cash on Hand and such of the other Assets that are capable of physical delivery; E. H. A certificate duly executed by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), dated as of the Closing Date, pursuant to which such officer shall certify that (ia) the representations and warranties of Seller as set forth in this Agreement were are true and correct in all material respects as of the date hereof Closing Date, and remain true and correct in all material respects as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (iib) Seller has complied in all material respects with all covenants contained in Article 4 and its other agreements set forth herein and (iii) that since March 31, 2015, there has been no Material Adverse Change or any condition, event, change or occurrence that, individually or collectively, is reasonably likely to have a Material Adverse Change (as defined in Section 2.10)herein; F. I. A certificate duly executed by the Cashier or Secretary of Seller (acting in his or her official capacity, and not individually) pursuant to which such officer shall certify (i) the due adoption by the board Board of directors Directors of Seller of corporate resolutions attached to such certificate authorizing the transaction and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Seller duly authorized to act on its behalf in connection with the transaction contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Seller; G. J. All documents, contracts, certificates, instruments, keys and records necessary or appropriate to transfer the safe deposit and safekeeping businesses related businesses, if any, of the Branch to Buyer; K. Possession of the Assets and access to and keys to the Safe Deposit Contracts;Branch and all security devices located at the Branch, together with security codes for access to the Branch and combinations to all locking devices of Seller located at the Branch; Branch Purchase and Assumption Agreement H. In addition to other information described in this Agreement regarding the Deposit accounts being transferred to Buyer and the related Depositors, a L. A list, certified by an authorized executive officer of Seller (acting in his or her official capacity, and not individually), setting forth all (i) garnishments, similar court orders, tax liens and orders of any governmental entity, (ii) “stop-payment” orders or instructions of Depositors, (iii) Depositors as to whom Seller has received a “back-up withholding” order from the Internal Revenue Service or any state or other taxing authority, and (iv) other “holds,” in each case as to which Seller has Knowledge and which are entity in effect with respect to particular Deposit accounts or outstanding checks or other items, as of the close of business on the Business Day immediately preceding the Closing Date, together with an identification of the Deposit account and/or check or other item to which they apply and the terms thereof (“Knowledge” meaning the actual knowledge of the party’s “officers” (as such term is defined in Rule 3b-2 under the Securities Exchange Act of 1934) after reasonable and due inquiry)Deposits; I. If the Settlement M. Payment is an amount greater than zero, Seller shall pay to Buyer at Closing an amount equal as is required pursuant to such positive Settlement Payment Section 1.5 in immediately available funds by wire transfer (such payment to be made at a time no later than 2:00 p.m., EDTDallas, Texas time, on the Closing Date); J. An executed bxxx N. A Power of sale and assignment Attorney in the form of Exhibit B hereto by which Seller transfers the Assets to Buyer“D” hereto; K. O. An assignment and assumption agreement in the form of Exhibit C “E” hereto by which Seller assigns the Liabilities to Buyer and Buyer assumes the Liabilities from Seller (the “Assignment and Assumption Agreement”); L. A limited power of attorney in the form of Exhibit D hereto; M. An agreement in the form of Exhibit E hereto pursuant to which Seller appoints Buyer as successor trustee/custodian for the Custodial/Fiduciary Accounts; N. A limited warranty deed along with such other instruments of transfer as shall be necessary or desirable to effect Seller’s conveyance to Buyer of good and marketable title to the Real Property in fee simple, including documents, certificates and affidavits of Seller required by Buyer’s title company; O. Affidavits of Seller certifying that (i) Seller is not a “foreign person” as defined in the federal Foreign Investment in Real Property Tax Act of 1990 and (ii) Seller is a non-blocked person per Appendix A to Title 31, Chapter V of the Code of Federal Regulations;; and P. An executed lease assignment and assumption agreement (the “Lease Assignment Agreement”) in form mutually agreeable to Seller and Buyer in order to effect Seller’s assignment and transfer to Buyer of a valid leasehold interest in the Mxxxxxxx Branch, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever; Q. An estoppel certificate, in form reasonably satisfactory to Buyer, addressed to Buyer from the landlord for the Mxxxxxxx Branch; R. A list of all recurring automated clearing house (ACH) and FedWire transfer arrangements that are tied by agreement or other standing arrangement to any of the Deposits; S. All personnel records and employee files with respect to all Assumed Employees (as defined in Section 10.2); and T. Written copies ) who accept the offer to become employees of all required consents of third parties described in Section 2.9 below, including, without limitation, the written consent of the landlord for the Mxxxxxxx Branch to the assignment by Seller to Buyer of the Branch Lease, which consent shall not contain any condition or restriction unacceptable to Buyer in its sole discretion. For the avoidance of doubt, the parties hereby agree that each note or promissory note, lost instrument affidavit, loan agreement, shared credit or inter-creditor agreement, reimbursement agreement, any other evidence of indebtedness of any kind, or any other agreement, document or instrument evidencing a Loan, and all modifications to the foregoing, shall be endorsed without recourse, and without representation or warranty by Seller, express or implied, except as set forth in this AgreementBuyer.