Common use of Execution and Delivery; No Violation Clause in Contracts

Execution and Delivery; No Violation. A. BVB has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the approval of its shareholders and receipt of regulatory approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the BVB Board. The BVB Board has directed that this Agreement and the transactions contemplated hereby be submitted to its shareholders for approval at a special meeting and, except for the adoption of this Agreement by the requisite affirmative vote of the outstanding BVB Stock entitled to vote thereon, no other corporate proceedings on the part of BVB and no other shareholder votes are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered to Interchange. Assuming due authorization, execution and delivery by Interchange, this Agreement constitutes the valid and binding obligation of BVB, enforceable against BVB in accordance with their respective terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Execution and Delivery; No Violation. A. BVB Interchange has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the approval of its shareholders and receipt of regulatory approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the BVB Interchange Board. The BVB Interchange Board has directed that the issuance of shares of Interchange Stock pursuant to the terms of this Agreement and the transactions contemplated hereby be submitted to its shareholders for approval at a special meeting and, except for the adoption approval of this Agreement the issuance of such additional shares by the requisite affirmative vote of the outstanding BVB Interchange Stock entitled to vote thereon, no other corporate proceedings on the part of BVB Interchange and no other shareholder votes are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered to InterchangeBVB. Assuming due authorization, execution and delivery by InterchangeBVB, this Agreement constitutes the valid and binding obligation of BVBInterchange, enforceable against BVB Interchange in accordance with their respective its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Execution and Delivery; No Violation. A. BVB Heritage BHC has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the approval of its shareholders and receipt of regulatory approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the BVB Heritage BHC Board. The BVB Heritage BHC Board has directed that this Agreement and the transactions contemplated hereby be submitted to its shareholders for approval at a special meeting and, except for the adoption of this Agreement by the requisite affirmative vote of the outstanding BVB Heritage BHC Stock entitled to vote thereon, no other corporate proceedings on the part of BVB Heritage BHC and no other shareholder votes are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered to InterchangeState National BHC. Assuming due authorization, execution and delivery by InterchangeState National BHC, this Agreement constitutes the valid and binding obligation of BVBHeritage BHC, enforceable against BVB Heritage BHC in accordance with their respective terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).