Common use of Execution and Delivery of the Agreement Clause in Contracts

Execution and Delivery of the Agreement. (a) The execution and delivery of this Agreement has been duly authorized by the Board of Directors of GAT and, this Agreement will be duly and validly authorized by all necessary corporate action on the part of GAT. (b) This Agreement has been, and as of the Closing Date the Escrow Agreement will have been, duly executed and delivered by GAT and (assuming due execution and delivery by and enforceability against BARRA) constitute legal and binding obligations of GAT, enforceable in accordance with their terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws effecting creditors' rights generally, and except that the availability of equitable remedies may be limited. (c) The execution and delivery by GAT of this Agreement and the consummation of the transactions described herein (A) do not violate any provision of the Certificate of Incorporation or Bylaws of GAT or Innosearch, any provision of federal or state law or any governmental rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite GAT Board approval, (3) receipt of appropriate permits or approvals under applicable federal and state securities laws, and (4) accuracy of the representations of BARRA set forth herein), and (B) do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of any material debt instrument, lease, license, covenant, agreement or understanding to which GAT or Innosearch is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which GAT or Innosearch is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party upon any of the properties or assets of GAT or Innosearch. (d) Each GAT Stockholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares in exchange for GAT Shares hereunder and to perform its obligations under the terms of this Agreement. (e) This Agreement when executed and delivered by each GAT Stockholder will constitute a valid and legally binding obligation of such GAT Stockholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited.

Execution and Delivery of the Agreement. (ai) The execution and delivery of this Agreement has and the Agreement of Merger have been duly authorized by the Board of Directors of GAT YCB and, when the principal terms of the Merger, this Agreement and the Agreement of Merger have been duly approved by the affirmative vote of the holders of the majority of the outstanding YCB Shares either at a meeting of shareholders duly called and held or by action taken without a meeting pursuant to the YCB Articles, Bylaws and California law, the Merger, this Agreement and the Agreement of Merger will be duly and validly authorized by all necessary corporate action on the part of GATYCB. (bii) This Agreement has been, and as of the Closing Date the Escrow Agreement will have been, been duly executed and delivered by GAT YCB and (assuming due execution and delivery by NVBancorp) constitutes, and enforceability against BARRAthe Agreement of Merger, upon its execution and delivery by YCB (and assuming due execution and delivery by NVBancorp) constitute will constitute, a legal and binding obligations obligation of GAT, enforceable YCB in accordance with their its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws effecting creditors' rights generally, and except that the availability of equitable remedies may be limited. (ciii) The execution and delivery by GAT YCB of this Agreement and the Agreement of Merger and the consummation of the transactions described herein and therein contemplated (Aa) do not violate any provision of the Certificate Articles of Incorporation or Bylaws of GAT YCB, or Innosearch, violate in any material respect any provision of federal or state law or any governmental government rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite GAT Board approvalYCB shareholder approval referred to in Section 4(r)(i) hereof, and (3) receipt of appropriate permits or approvals under applicable federal and state securities or "blue sky" laws, and (4) accuracy including a permit from the California Commissioner of Corporations after a fairness hearing as described in Section 3.1.d. or, in the representations of BARRA set forth hereinalternative, a registration statement on Form S-4 declared effective by the SEC), and (Bb) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of of, any material debt instrument, lease, license, covenant, agreement or understanding to which GAT or Innosearch YCB is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which GAT or Innosearch YCB is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party of any kind whatsoever upon any of the properties or assets of GAT or InnosearchYCB. (d) Each GAT Stockholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares in exchange for GAT Shares hereunder and to perform its obligations under the terms of this Agreement. (e) This Agreement when executed and delivered by each GAT Stockholder will constitute a valid and legally binding obligation of such GAT Stockholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited.

Execution and Delivery of the Agreement. (a) The execution and delivery of this Agreement has been duly and validly authorized by the Board of Directors of GAT and, BARRA and this Agreement will be duly and validly authorized by all necessary corporate action on the part of GATBARRA. (b) This Agreement has been, and as of the Closing Date the Escrow Agreement will have been, duly executed and delivered by GAT BARRA and (assuming due execution and delivery by and enforceability against BARRAGAT) constitute legal and binding obligations of GATBARRA, enforceable in accordance with their terms, except as enforcement may be limited by applicable bankruptcy laws or and other similar laws effecting affecting creditors' rights generally, and except that the availability of equitable remedies may be limited. (c) The execution and delivery by GAT BARRA of this Agreement and the consummation of the transactions described herein (Ai) do not and will not violate any provision of the Certificate Articles of Incorporation or Bylaws of GAT or InnosearchBARRA, any provision of federal or state law or any governmental rule or regulation (assuming (1A) receipt of the Government Approvals, (2) receipt of the requisite GAT Board approval, (3B) receipt of appropriate permits or approvals under applicable federal and state securities laws, and (4C) accuracy of the representations and warranties of BARRA GAT, Innosearch and the GAT Stockholders set forth hereinherein and each of the Innosearch Stockholders as set forth in the Innosearch Agreement), and (Bii) do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of of, any material debt instrument, lease, license, covenant, agreement or understanding to which GAT or Innosearch BARRA is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which GAT or Innosearch BARRA is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party of any kind whatsoever upon any of the properties or assets of GAT or InnosearchBARRA. (d) Each GAT Stockholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares in exchange for GAT Shares hereunder and to perform its obligations under the terms of this Agreement. (e) This Agreement when executed and delivered by each GAT Stockholder will constitute a valid and legally binding obligation of such GAT Stockholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited.

Execution and Delivery of the Agreement. (a) The execution and delivery of this Agreement, the Agreement has of Merger and the Bank Merger Agreement have been duly authorized by the Board of Directors of GAT ACB and, when the principal terms of the Merger, this Agreement and the Merger Agreement have been duly approved by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding voting shares of ACB capital stock either at a meeting of shareholders duly called and held or by action taken without a meeting pursuant to the ACB Articles, Bylaws and California law, this Agreement, the Agreement of Merger and the Bank Merger Agreement will be duly and validly authorized by all necessary corporate action on the part of GATACB. (b) This Agreement has been, and as of the Closing Date the Escrow Agreement will have been, been duly executed and delivered by GAT ACB and (assuming due execution and delivery by FNB, FNBNC and enforceability against BARRAthe Merger Corporation) constitute constitutes a legal and binding obligations obligation of GAT, ACB enforceable in accordance with their its terms, and the Agreement of Merger and the Bank Merger Agreement, upon execution and delivery by ACB (after obtaining all applicable Government Approvals and assuming due execution and delivery by the Merger Corporation and FNBNC) will constitute, a legal and binding obligation of ACB enforceable in accordance with its terms (except as enforcement enforceability may be limited by applicable bankruptcy laws or other bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws effecting of general applicability relating to or affecting creditors' ’ rights generally, and except that the availability of equitable remedies may be limitedor by general equity principles). (c) The execution and delivery by GAT ACB of this Agreement, the Agreement of Merger and the Bank Merger Agreement and the consummation of the transactions described contemplated herein and therein (Ai) do not violate any provision of the Certificate Articles of Incorporation or Bylaws of GAT ACB, or Innosearch, violate in any material respect any provision of federal or state law or any governmental government rule or regulation (assuming (1A) receipt of the Government Approvals, (2B) receipt of the requisite GAT Board approvalACB shareholder approval referred to in Section 4.21(a) hereof, and (3C) receipt of appropriate permits or approvals under applicable federal and state securities or “blue sky” laws, and (4) accuracy of the representations of BARRA set forth herein), and (Bii) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of of, any material debt instrument, lease, license, covenant, agreement or understanding to which GAT or Innosearch ACB is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which GAT or Innosearch ACB is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party of any kind whatsoever upon any of the properties or assets of GAT or InnosearchACB. (d) Each GAT Stockholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares in exchange for GAT Shares hereunder and to perform its obligations under the terms of this Agreement. (e) This Agreement when executed and delivered by each GAT Stockholder will constitute a valid and legally binding obligation of such GAT Stockholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited.

Execution and Delivery of the Agreement. (ai) The execution and delivery of this Agreement has and the Merger Agreement have been duly authorized by the Board Boards of Directors of GAT NVBancorp and, when the principal terms of the Merger, this Agreement and the Merger Agreement have been duly approved by the affirmative vote of the holders of a majority of the outstanding NVBancorp Shares at a meeting of shareholders duly called and held, the Merger, this Agreement and the Merger Agreement will be duly and validly authorized by all necessary corporate action on the part of GATNVBancorp. (bii) This Agreement has been, and as of the Closing Date the Escrow Agreement will have been, been duly executed and delivered by GAT NVBancorp and (assuming due execution and delivery by SRNB) constitutes, and enforceability against BARRAthe Merger Agreement, upon its execution and delivery by NVBancorp and the Interim Bank (and assuming due execution and delivery by the Interim Bank and SRNB) constitute will constitute, a legal and binding obligations obligation of GAT, enforceable NVBancorp in accordance with their its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws effecting creditors' rights generally, and except that the availability of equitable remedies may be limited. (ciii) The execution and delivery by GAT NVBancorp of this Agreement and the Merger Agreement and the consummation of the transactions described herein and therein contemplated (Aa) do not violate any provision of the Certificate Articles of Incorporation or Bylaws of GAT NVBancorp, respectively, or Innosearch, violate in any material respect any provision of federal or state law or any governmental government rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite GAT Board approvalNVBancorp shareholder approval referred to in Section 5(r)(i) hereof, (3) due registration of the NVBancorp Shares under the 1933 Act, and (4) receipt of appropriate permits or approvals under applicable federal and state securities or "blue sky" laws, and (4) accuracy of the representations of BARRA set forth herein), and (Bb) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of of, any material debt instrument, lease, license, covenant, agreement or understanding to which GAT or Innosearch NVBancorp is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which GAT or Innosearch NVBancorp is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party of any kind whatsoever upon any of the properties or assets of GAT or InnosearchNVBancorp. (d) Each GAT Stockholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares in exchange for GAT Shares hereunder and to perform its obligations under the terms of this Agreement. (e) This Agreement when executed and delivered by each GAT Stockholder will constitute a valid and legally binding obligation of such GAT Stockholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited.

Execution and Delivery of the Agreement. (a) The execution and delivery of this Agreement has been duly authorized by the Board of Directors of GAT and, this Agreement will be duly and validly authorized by all necessary corporate action on the part of GAT. (b) This Agreement has been, and as of the Closing Date the Escrow Agreement will have been, duly executed and delivered by GAT and (assuming due execution and delivery by and enforceability against BARRA) constitute legal and binding obligations of GAT, enforceable in accordance with their terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws effecting creditors' rights generally, and except that the availability of equitable remedies may be limited. (c) The execution and delivery by GAT Innosearch Shareholders of this Agreement and the consummation of the transactions described herein (A) do not violate any provision of the Certificate of Incorporation or Bylaws of GAT or Innosearch, any provision of federal or state law or any governmental rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite GAT Board approval, (3) receipt of appropriate permits or approvals under applicable federal and state securities laws, and (43) accuracy of the representations of BARRA set forth herein), and (B) do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of any material debt instrument, lease, license, covenant, agreement or understanding to which GAT or Innosearch is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which GAT or Innosearch is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party upon any of the properties or assets of GAT or Innosearch. (db) Each GAT Stockholder Innosearch Shareholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares and/or cash in exchange for GAT Innosearch Shares hereunder and to perform its obligations under the terms of this Agreement. (ec) This Agreement when executed and delivered by each GAT Stockholder Innosearch Shareholder will constitute a valid and legally binding obligation of such GAT StockholderInnosearch Shareholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited.

Execution and Delivery of the Agreement. (ai) The execution and delivery of this Agreement has been duly authorized by the Board required majority approval of the respective Boards of Directors of GAT Redwood Empire and NBR and, when this Agreement and the Merger have been duly approved by the affirmative vote of the holders of a majority of the outstanding shares of Redwood Empire common stock at a meeting of shareholders duly called and held and by Redwood Empire as the sole shareholder of NBR, this Agreement and the Mergers will be duly and validly authorized by all necessary corporate action on the part of GATRedwood Empire and NBR. Actions taken by the Board of Directors of Company and to be taken by the shareholders of Redwood Empire are sufficient to render inapplicable to this Agreement and the transactions contemplated hereby all state takeover statutes and any similar "takeover" or "interested stockholder" law. (bii) This Agreement has been, and as of the Closing Date the Escrow Agreement will have been, been duly executed and delivered by GAT Redwood Empire and NBR and (assuming due execution and delivery by Westamerica and enforceability against BARRAWAB) constitute constitutes the legal and binding obligations of GATRedwood Empire and NBR (subject to applicable bankruptcy, enforceable in accordance with their terms, except as enforcement may be limited by applicable bankruptcy insolvency and civil laws or other similar laws effecting affecting creditors' rights generally, and except that the availability subject, as to enforceability, to equitable principles of equitable remedies may be limitedgeneral applicability). (ciii) The execution and delivery by GAT Redwood Empire and NBR of this Agreement and the consummation of the transactions described herein provided for in this Agreement (A) do not violate any provision of the Certificate Articles of Incorporation or Bylaws of GAT Redwood Empire or InnosearchArticles of Association or Bylaws of NBR, any provision of federal or state law or any governmental rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite GAT Board Redwood Empire shareholder approval, (3) due registration of the Westamerica Shares under the 1933 Act, (4) receipt of appropriate permits or approvals under applicable federal and state securities or "blue sky" laws, and (45) accuracy of the representations of BARRA Westamerica set forth herein), and (B) except as set forth in Section 4(d) of the Redwood Empire Disclosure Schedule, do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of of, any material debt instrument, lease, license, covenant, agreement or understanding to which GAT Redwood Empire or Innosearch any of its subsidiaries is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which GAT or Innosearch Redwood Empire any of its subsidiaries is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party of any kind whatsoever upon any of the properties or assets of GAT Redwood Empire or Innosearchany of its subsidiaries. (d) Each GAT Stockholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares in exchange for GAT Shares hereunder and to perform its obligations under the terms of this Agreement. (e) This Agreement when executed and delivered by each GAT Stockholder will constitute a valid and legally binding obligation of such GAT Stockholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited.

Execution and Delivery of the Agreement. (ai) The execution and delivery of this Agreement has been duly authorized by the Board required majority approval of the respective Boards of Directors of GAT Redwood Empire and NBR and, when this Agreement and the Merger have been duly approved by the affirmative vote of the holders of a majority of the outstanding shares of Redwood Empire common stock at a meeting of shareholders duly called and held and by Redwood Empire as the sole shareholder of NBR, this Agreement and the Mergers will be duly and validly authorized by all necessary corporate action on the part of GATRedwood Empire and NBR. Actions taken by the Board of Directors of Company and to be taken by the shareholders of Redwood Empire are sufficient to render inapplicable to this Agreement and the transactions contemplated hereby all state takeover statutes and any similar “takeover” or “interested stockholder” law. (bii) This Agreement has been, and as of the Closing Date the Escrow Agreement will have been, been duly executed and delivered by GAT Redwood Empire and NBR and (assuming due execution and delivery by Westamerica and enforceability against BARRAWAB) constitute constitutes the legal and binding obligations of GATRedwood Empire and NBR (subject to applicable bankruptcy, enforceable in accordance with their terms, except as enforcement may be limited by applicable bankruptcy insolvency and civil laws or other similar laws effecting affecting creditors' ’ rights generally, and except that the availability subject, as to enforceability, to equitable principles of equitable remedies may be limitedgeneral applicability). (ciii) The execution and delivery by GAT Redwood Empire and NBR of this Agreement and the consummation of the transactions described herein provided for in this Agreement (A) do not violate any provision of the Certificate Articles of Incorporation or Bylaws of GAT Redwood Empire or InnosearchArticles of Association or Bylaws of NBR, any provision of federal or state law or any governmental rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite GAT Board Redwood Empire shareholder approval, (3) due registration of the Westamerica Shares under the 1933 Act, (4) receipt of appropriate permits or approvals under applicable federal and state securities or “blue sky” laws, and (45) accuracy of the representations of BARRA Westamerica set forth herein), and (B) except as set forth in Section 4(d) of the Redwood Empire Disclosure Schedule, do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of of, any material debt instrument, lease, license, covenant, agreement or understanding to which GAT Redwood Empire or Innosearch any of its subsidiaries is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which GAT or Innosearch Redwood Empire any of its subsidiaries is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party of any kind whatsoever upon any of the properties or assets of GAT Redwood Empire or Innosearchany of its subsidiaries. (d) Each GAT Stockholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares in exchange for GAT Shares hereunder and to perform its obligations under the terms of this Agreement. (e) This Agreement when executed and delivered by each GAT Stockholder will constitute a valid and legally binding obligation of such GAT Stockholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited.

Execution and Delivery of the Agreement. (a) The execution and delivery of this Agreement has and the Merger Agreement have been duly authorized by the Board of Directors of GAT VCB and, when the principal terms of the Merger, this Agreement and the Merger Agreement have been duly approved by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding VCB Shares either at a meeting of shareholders duly called and held or by action taken without a meeting pursuant to the VCB Articles, Bylaws and California law, the Merger, this Agreement and the Merger Agreement will be duly and validly authorized by all necessary corporate action on the part of GATVCB. (b) This Agreement has been, and as of the Closing Date the Escrow Agreement will have been, been duly executed and delivered by GAT VCB and (assuming due execution and delivery by FNB and enforceability against BARRAFNBNC) constitute constitutes a legal and binding obligations obligation of GAT, enforceable VCB in accordance with their its terms, except as enforcement may be limited and the Merger Agreement, upon its execution and delivery by VCB (after obtaining all applicable bankruptcy laws or other similar laws effecting creditors' rights generallyGovernment Approvals and assuming due execution and delivery by FNBNC) will constitute, a legal and except that the availability binding obligation of equitable remedies may be limitedVCB in accordance with its terms. (c) The execution and delivery by GAT VCB of this Agreement and the Merger Agreement and the consummation of the transactions described contemplated herein and in the Merger Agreement (Ai) do not violate any provision of the Certificate Articles of Incorporation or Bylaws of GAT VCB, or Innosearch, violate in any material respect any provision of federal or state law or any governmental government rule or regulation (assuming (1A) receipt of the Government Approvals, (2B) receipt of the requisite GAT Board approvalVCB shareholder approval referred to in Section 4.21(a) hereof, and (3C) receipt of appropriate permits or approvals under applicable federal and state securities or “blue sky” laws, and (4) accuracy of including a permit from the representations of BARRA set forth hereinDBO after a fairness hearing as described in Article 6 hereof or, in the alternative, a registration statement on Form S-4 declared effective by the SEC), and (Bii) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of of, any material debt instrument, lease, license, covenant, agreement or understanding to which GAT or Innosearch VCB is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which GAT or Innosearch VCB is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party of any kind whatsoever upon any of the properties or assets of GAT or InnosearchVCB. (d) Each GAT Stockholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares in exchange for GAT Shares hereunder and to perform its obligations under the terms of this Agreement. (e) This Agreement when executed and delivered by each GAT Stockholder will constitute a valid and legally binding obligation of such GAT Stockholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited.

Execution and Delivery of the Agreement. (ai) The execution and delivery of this Agreement has and the Agreement of Merger have been duly authorized by the Board of Directors of GAT NVBancorp and, this Agreement will be and the Agreement of Merger have been duly and validly authorized by all necessary corporate action on the part of GATNVBancorp. (bii) This Agreement has been, and as of the Closing Date the Escrow Agreement will have been, been duly executed and delivered by GAT NVBancorp and (assuming due execution and delivery by and enforceability against BARRAYCB) constitute constitutes a legal and binding obligations obligation of GAT, enforceable NVBancorp in accordance with their its terms, except as enforcement may be limited and the Agreement of Merger, upon its execution and delivery by New YCB Bank (after obtaining all applicable bankruptcy laws or other similar laws effecting creditors' rights generallyGovernment Approvals and assuming due execution and delivery by YCB) will constitute, a legal and except that the availability binding obligation of equitable remedies may be limitedNewYCB Bank in accordance with its terms. (ciii) The execution and delivery by GAT NVBancorp of this Agreement and the consummation of the transactions described contemplated herein and in the Agreement of Merger (Aa) do not violate any provision of the Certificate Articles of Incorporation or Bylaws of GAT NVBancorp, respectively, or Innosearch, violate in any material respect any provision of federal or state law or any governmental government rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite GAT Board approval, (3) Approvals and receipt of appropriate permits or approvals under applicable federal and state securities or "blue sky" laws, and (4) accuracy of the representations of BARRA set forth herein), and (Bb) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of of, any material debt instrument, lease, license, covenant, agreement or understanding to which GAT or Innosearch NVBancorp is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which GAT or Innosearch NVBancorp is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party of any kind whatsoever upon any of the properties or assets of GAT or InnosearchNVBancorp. (d) Each GAT Stockholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares in exchange for GAT Shares hereunder and to perform its obligations under the terms of this Agreement. (e) This Agreement when executed and delivered by each GAT Stockholder will constitute a valid and legally binding obligation of such GAT Stockholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited.

Execution and Delivery of the Agreement. (ai) The execution and delivery of this Agreement has been duly authorized by the Board of Directors of GAT KSB and, when this Agreement and the Merger have been duly approved by the affirmative vote of the holders of a majority of the outstanding shares of KSB common stock at a meeting of shareholders duly called and held, this Agreement and the Merger will be duly and validly authorized by all necessary corporate action on the part of GATKSB. (bii) This Agreement has been, and as of the Closing Date the Escrow Agreement will have been, been duly executed and delivered by GAT KSB and (assuming due execution and delivery by and enforceability against BARRAWABC) constitute constitutes the legal and binding obligations of GATKSB (subject to applicable bankruptcy, enforceable in accordance with their terms, except as enforcement may be limited by applicable bankruptcy insolvency and civil laws or other similar laws effecting affecting creditors' rights generally, and except that the availability subject, as to enforceability, to equitable principles of equitable remedies may be limitedgeneral applicability). (ciii) The execution and delivery by GAT KSB of this Agreement and the consummation of the transactions described herein (A) do not violate any provision of the Certificate Articles of Incorporation or Bylaws of GAT or InnosearchKSB , any provision of federal or state law or any governmental rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite GAT Board approvalKSB shareholder approval referred to in Section 4(s)(i) hereof, (3) due registration of the WABC Shares under the 1933 Act, (4) receipt of appropriate permits or approvals under applicable federal and state securities or "blue sky" laws, and (45) accuracy of the representations of BARRA WABC set forth herein), and (B) do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of of, any material debt instrument, lease, license, covenant, agreement or understanding to which GAT or Innosearch KSB is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which GAT or Innosearch KSB is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party of any kind whatsoever upon any of the properties or assets of GAT or InnosearchKSB. (d) Each GAT Stockholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares in exchange for GAT Shares hereunder and to perform its obligations under the terms of this Agreement. (e) This Agreement when executed and delivered by each GAT Stockholder will constitute a valid and legally binding obligation of such GAT Stockholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited.

Execution and Delivery of the Agreement. (ai) The execution and delivery of this Agreement has and the Merger Agreement have been duly authorized by the Board of Directors of GAT SRNB and, when the principal terms of the Merger, this Agreement and the Merger Agreement have been duly approved by the affirmative vote of the holders of two-thirds of the outstanding SRNB Shares at a meeting of shareholders duly called and held, the Merger, this Agreement and the Merger Agreement will be duly and validly authorized by all necessary corporate action on the part of GATSRNB. (bii) This Agreement has been, and as of the Closing Date the Escrow Agreement will have been, been duly executed and delivered by GAT SRNB and (assuming due execution and delivery by NVBancorp) constitutes, and enforceability against BARRAthe Merger Agreement, upon its execution and delivery by SRNB (and assuming due execution and delivery by NVBancorp) constitute will constitute, a legal and binding obligations obligation of GAT, enforceable SRNB in accordance with their its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws effecting creditors' rights generally, and except that the availability of equitable remedies may be limited. (ciii) The execution and delivery by GAT SRNB of this Agreement and the Merger Agreement and the consummation of the transactions described herein and therein contemplated (Aa) do not violate any provision of the Certificate Articles of Incorporation Association or Bylaws of GAT SRNB, or Innosearch, violate in any material respect any provision of federal or state law or any governmental government rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite GAT Board approvalSRNB shareholder approval referred to in Section 4(r)(i) hereof, (3) due registration of the NVBancorp Shares under the 1933 Act, and (4) receipt of appropriate permits or approvals under applicable federal and state securities or "blue sky" laws, and (4) accuracy of the representations of BARRA set forth herein), and (Bb) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of of, any material debt instrument, lease, license, covenant, agreement or understanding to which GAT or Innosearch SRNB is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which GAT or Innosearch SRNB is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party of any kind whatsoever upon any of the properties or assets of GAT or InnosearchSRNB. (d) Each GAT Stockholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares in exchange for GAT Shares hereunder and to perform its obligations under the terms of this Agreement. (e) This Agreement when executed and delivered by each GAT Stockholder will constitute a valid and legally binding obligation of such GAT Stockholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited.

Execution and Delivery of the Agreement. (a) The execution and delivery of this Agreement has been duly authorized by the Board of Directors of GAT andFNB and this Agreement, this the Agreement will be of Merger and the Bank Merger Agreement have been duly and validly authorized by all necessary corporate action on the part of GATFNB. (b) This Agreement has been, and as of the Closing Date the Escrow Agreement will have been, been duly executed and delivered by GAT FNB and (assuming due execution and delivery by ACB) constitutes a legal and enforceability against BARRAbinding obligation of FNB in accordance with its terms, and the Agreement of Merger and the Bank Merger Agreement, upon execution and delivery by the Merger Corporation and FNBNC (after obtaining all applicable Government Approvals and assuming due execution and delivery by ACB) constitute will constitute, the legal and binding obligations of GAT, enforceable the Merger Corporation and AFNBNC in accordance with their terms, respective terms (except as enforcement enforceability may be limited by applicable bankruptcy laws or other bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws effecting of general applicability relating to or affecting creditors' ’ rights generally, or by general equity principles). FNB has no knowledge of any facts and except circumstances that could reasonably be expected to delay or preclude the availability receipt of equitable remedies may be limitedall required Government Approvals of the transactions contemplated by this Agreement. (c) The execution and delivery by GAT FNB of this Agreement and the consummation of the transactions described contemplated herein and in the Agreement of Merger and the Bank Merger Agreement (Ai) do not violate any provision of the Certificate Articles of Incorporation or Bylaws of GAT FNB or Innosearch, violate in any material respect any provision of federal or state law or any governmental government rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite GAT Board approval, (3) receipt of appropriate permits or approvals under applicable federal and state securities laws, and (4) accuracy of the representations of BARRA set forth herein), and (Bii) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of of, any material debt instrument, lease, license, covenant, agreement or understanding to which GAT or Innosearch FNB is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which GAT or Innosearch FNB is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party of any kind whatsoever upon any of the properties or assets of GAT or InnosearchFNB. (d) Each GAT Stockholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares in exchange for GAT Shares hereunder and to perform its obligations under the terms of this Agreement. (e) This Agreement when executed and delivered by each GAT Stockholder will constitute a valid and legally binding obligation of such GAT Stockholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited.

Execution and Delivery of the Agreement. (a) The execution and delivery of this Agreement has been duly and validly authorized by the Board of Directors of GAT and, BARRA and this Agreement will be duly and validly authorized by all necessary corporate action on the part of GATBARRA. (b) This Agreement has been, and as of the Closing Date the Escrow Agreement will have been, been duly executed and delivered by GAT BARRA and (assuming due execution and delivery by and enforceability against BARRAthe Innosearch Shareholders) constitute legal and binding obligations of GATBARRA, enforceable in accordance with their terms, except as enforcement may be limited by applicable bankruptcy laws or and other similar laws effecting affecting creditors' rights generally, and except that the availability of equitable remedies may be limited. (c) The execution and delivery by GAT BARRA of this Agreement and the consummation of the transactions described herein (Ai) do not and will not violate any provision of the Certificate Articles of Incorporation or Bylaws of GAT or InnosearchBARRA, any provision of federal or state law or any governmental rule or regulation (assuming (1A) receipt of the Government Approvals, (2) receipt of the requisite GAT Board approval, (3B) receipt of appropriate permits or approvals under applicable federal and state securities laws, and (4C) accuracy of the representations and warranties of BARRA the Innosearch Shareholders as set forth herein), and (Bii) do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of of, any material debt instrument, lease, license, covenant, agreement or understanding to which GAT or Innosearch BARRA is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which GAT or Innosearch BARRA is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party of any kind whatsoever upon any of the properties or assets of GAT or InnosearchBARRA. (d) Each GAT Stockholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares in exchange for GAT Shares hereunder and to perform its obligations under the terms of this Agreement. (e) This Agreement when executed and delivered by each GAT Stockholder will constitute a valid and legally binding obligation of such GAT Stockholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited.