Common use of INDEX OF DEFINED TERMS Clause in Contracts

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGER

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Alternative Acquisition Agreement 26 Applicable Date 12 Bankruptcy and Equity Exceptions 9 Cap 31 Certificate of Merger 3 Clearance Date 28 Closing 3 Closing Date 3 Common Stockholder Approval 9 Company Assets 10 Company Board 1 Company Board Recommendation 1 Company Certificates 4 Company Common Stock Price 1 Company Contracts 15 Company Convertible Note 5 Company Disclosure Letter 8 Company Financial Advisor 18 Company Organizational Documents 9 Company Parties 39 Company Permits 17 Company Proxy Materials 28 Company Proxy Statement 9 Company Rights Agreement 11 Company SEC Reports 12 Company Stockholders Meeting 9 Converted Share 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value Converted Shares 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 Courts 45 DGCL 1 Dissenting Share 8 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 8 Effective Time 2 Enforceability Exceptions 25 3 Electronic Delivery 48 Environmental Laws 25 ERISA 19 16 Environmental Matters 16 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 10 Excluded Shares 4 Expenses 33 Expenses Reimbursement 38 GAAP 11 13 Go-Shop Period 33 Governmental Entity 9 Indemnification Expenses 30 Indemnified Person 30 Legal Actions 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Liabilities 14 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 25 Merger 1 Merger Consideration Sub 1 ModusLink CVR 4 ModusLink CVR Agreement 2 NYSE 20 Outside Date 36 Parent 1 Parent Assets 20 Parent LPA 2 Parties 1 Party 1 Payment Agent 5 Payment Fund 5 Per Share Cash Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ Per Share Merger Consideration 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Permits 17 Preferred Stockholder Approval 9 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 24 Rights Agent 2 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary Act 12 Superior Proposal 64 Schedule 13E-3 27 SEC 9 Securities Act 10 Special Committee 1 Special Committee Recommendation 1 Surviving Bylaws 3 Surviving Charter 3 Surviving Corporation 1 3 Takeover Statutes 27 Tax 19 10 Tax Return 19 16 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 16 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support Agreement 38 Transactions 1 vi AGREEMENT AND PLAN OF MERGER, dated as of June 12, 2022 (as amended, this “Agreement”), by and among Steel Partners Holdings L.P., a Delaware limited partnership (“Parent”), SP Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Steel Connect, Inc., a Delaware corporation (the “Company” and collectively with Parent and Merger Sub, the “Parties” and each, a “Party”).

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loan Schedule 1 Affected Loan(s) 17 Mortgage Loans 1 Agreement 1 MOU 25 Bank of America Lender Successor MSMCH 2 Borrower Right 21 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Reporting Information 13 Dispute 19 Seller’s Information 13 Final Judicial Determination 20 Special Servicer 1 Final Memorandum 1 Trust 1 Indemnification Agreement 13 Trust Advisor 1 Initial Purchasers 1 Trustee 1 Master Servicer 1 UCC 5 Material Breach 16 Underwriters 1 Material Document Defect 16 Underwriting Agreement 1 Mortgage File 3 Mortgage Loan Purchase Agreement (“Agreement”), dated as of July 13, 2012, between Bank of America, National Association (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2012 between Purchaser, as depositor, Bank of America, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Wxxxx Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C5 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated July 6, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 6, 2012 (the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 Agreement 1 Officer’s Certificate 7 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 17 UCC 5 Material Document Defect 17 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated January 23, 2015, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) and secured by the related note or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Xxxxx Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C20, Commercial Mortgage Pass-Through Certificates, Series 2015-C20 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-­B, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 14, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated January 20, 2015, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 Mortgage Loans 1 Accountant's Due Diligence Report 15 Mortgage Note 1 Affected Loan(s) 18 Mortgagor 1 Agreement 1 MOU 26 Bxxx of Sale 2 Officer’s Certificate 7 Certificate Administrator 1 Other Mortgage Loans 1 Certificate Purchase Agreement 1 Pooling and Servicing Agreement 1 Certificates 1 Preliminary Memorandum 1 Closing Date 2 Private Certificates 1 Collateral Information 11 Prospectus Supplement 1 Crossed Mortgage Loans 18 Public Certificates 1 Cure Request 17 Purchaser 1 Custodian 1 Repurchase Request 20 Defective Mortgage Loan 18 Seller 1 Dispute 20 Seller Defeasance Rights and Obligations 22 Final Judicial Determination 21 Seller Reporting Information 14 Final Memorandum 1 Seller’s Information 13 Indemnification Agreement 13 Special Servicer 1 Initial Purchasers 1 Trust 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Document Defect 17 UCC 5 Mortgage File 3 Underwriters 1 Mortgage Loan Schedule 2 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated July 24, 2015, between CIBC Inc. (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of August 1, 2015, between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 2015-C24 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, CIBC World Markets Corp. and Dxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class X-D, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 15, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between CIBC Inc. (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 0000 xxxxxxx Xxxxxxxxx, xx xxxxxxxxx, , Xxxxxxx Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), Xxxxx Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of July 13, 2012, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2012 between Purchaser, as depositor, Bank of America, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Wxxxx Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C5 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated July 6, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 6, 2012 (the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 21 Accountant’s Due Diligence Report 16 Affected Loan(s) 19 Agreement 1 Bank of America Lender Successor Borrower Right 22 Xxxx of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 18 Cure Request 17 Custodian 1 Defective Mortgage Loan 18 Dispute 21 Final Judicial Determination 21 Final Memorandum 2 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 2 Private Certificates 1 Prospectus Supplement 2 Public Certificates 1 Purchaser 1 Repurchase Request 21 Seller 1 Seller Reporting Information 14 Seller’s Information 14 Special Servicer 1 Trust 1 Trust Advisor 1 Trustee 1 UCC 5 Underwriters 1 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated July 24, 0000, xxxxxxx Xxxx xx Xxxxxxx, National Association (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of August 1, 2015, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 2015-C24 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class X-D, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 15, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquired Partnership 1 Acquired Partnership GP 1 Acquired Partnership LPA 4 Acquisition Proposal 59 Additional Merger Consideration 8 19 affiliate 33 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger Board 1 Code 13 Confidential Controlling Partnership Disclosure Schedule 7 Consent Solicitation Documents 16 Consolidated Persons 7 Contract 8 Contributed Interests 9 Controlling Partnership 1 Controlling Partnership GP 1 Controlling Partnership GP Agreement 21 Effect 5 Bank Merger Effective Time 3 Exchange Act 33 Exchange Agreement 21 Fund Holdings 1 Fund Holdings LPA 21 GAAP 5 Governmental Entity 6 Bank Merger Certificates Group Partnerships 1 Holdings 1 HSR Act 6 Bank Regulatory Applications 51 Base Merger Consideration Independent Directors 2 Base Merger Consideration Value 4 BHC Interim Financial Statements 9 Investment Agreement 21 Investment Company Act 11 BookKKR Funds 7 KKR Group 9 Liability 3 Liens 2 Limited Partner Interests 1 Lock-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code Up Agreement 21 Losses 25 Management Holdings 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Holdings LPA 21 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Material Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support 13 Original Agreement 1 vi AGREEMENT Outside Date 30 Participant 13 Permits 12 Permitted Liens 6 person 33 Press Release 14 Proceedings 25 Purchase and Sale 2 Purchaser 1 Purchaser Common Units 2 Purchaser Enhanced Arrangement 13 Purchaser GP 1 Purchaser LPA 21 Requisite Unitholder Consent 16 Restructuring Transactions 19 Satisfaction Date 3 SEC 10 Securities Act 10 Seller 1 Seller Common Units 2 Seller GP 1 Seller Limited Partnership Agreement 5 Seller Recommendation 16 Specified Information 17 Tax Receivables Agreement 21 Taxes 12 This AMENDED AND PLAN OF MERGERRESTATED PURCHASE AND SALE AGREEMENT, dated as of July 19, 2009 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among (1) KKR & Co. L.P., a Delaware limited partnership (the “Controlling Partnership”), acting through KKR Management LLC, a Delaware limited liability company (the “Controlling Partnership GP”) in its capacity as the general partner of the Controlling Partnership, (2) KKR Private Equity Investors, L.P., a Guernsey limited partnership (the “Seller”), acting through KKR Guernsey GP Limited, a Guernsey company limited by shares (the “Seller GP”) in its capacity as the general partner of the Seller, (3) KKR PEI Associates, L.P., a Guernsey limited partnership (the “Acquired Partnership GP”), acting in its capacity as the general partner of KKR PEI Investments, L.P., a Guernsey limited partnership (the “Acquired Partnership”), and acting through KKR PEI GP Limited, a Guernsey company limited by shares in its capacity as general partner of the Acquired Partnership GP (solely for purposes of Section 1.4), (4) KKR Holdings L.P., a Cayman Islands exempted limited partnership (“Holdings”), acting through KKR Holdings GP Limited in its capacity as general partner of Holdings (solely for purposes of Section 4, Section 5.4, Section 5.7, Section 5.10(b) and Section 9.10), (5) KKR Management Holdings L.P., a Delaware limited partnership (“Management Holdings”), acting through KKR Management Holdings Corp. in its capacity as the general partner of Management Holdings (solely for purposes of Section 6), (6) KKR Fund Holdings L.P. (“Fund Holdings”), a Cayman Islands exempted limited partnership, acting through KKR Management LLC in its capacity as the general partner of the general partner of Fund Holdings (solely for purposes of Section 6) (Management Holdings and Fund Holdings are sometimes collectively referred to herein as the “Group Partnerships”) and (7) KKR Group Holdings L.P. (the “Purchaser”), a Cayman Islands exempted limited partnership, acting through KKR Group Limited, a Cayman limited company (the “Purchaser GP”) in its capacity as the general partner of the Purchaser (solely for purposes of Section 1.1, Section 1.2, Section 3 and Section 9.2).

INDEX OF DEFINED TERMS. The following termsAdditional Obligations 2 Administrative Agent 1 Affiliate 2 appraiser 6 Authorized Officer 2 Authorized Purposes 2 Available Bond Credits 2 Board of Directors 3 Capitalized Lease Liabilities 3 Collateral Agent 1, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 31 Corporate Trust Office 3 Cost 3 Credit Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price Credit Agreement Event of Default 4 Bank Merger Credit Agreement Obligations 4 Credit Agreement Secured Parties 4 Credit Documents 4 Debt 4 Deed of Trust 1 Deed of Trust Obligations 5 Bank Merger Agreement DOT Trustee 5 Enforcement Action 5 engineer 6 Bank Merger Certificates Event of Default 5 Excepted Property 5 Execution Date 1 Expert 6 Bank Regulatory Applications 51 Base Merger Consideration Expert’s Certificate 6 Fair Value 7 First Indenture 1 Fraudulent Transfer Laws 20 Funded Cash 7 Funded Property 7 Government Obligations 8 Governmental Authority 8 Grantor 1 Grantor Order 8 Indenture Notes 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates Indenture Notes Event of Merger 2 Closing 66 Closing Date 66 Code Default 9 Indenture Notes Obligations 9 Indenture Notes Secured Parties 9 Indenture Trustees 9 Indentures 1, 9 Independent 9 Investment Securities 9 Lender 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary Lenders 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Lien 10 Material Adverse Effect 10 Minimum Sale Price 49 Mortgaged Property 10 Obligations 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Officer’s Certificate 11 Opinion of Counsel 11 Outstanding 11 Permitted Liens 12 Person 12 Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 Additions 12 XXX 00 Xxxxxxxxxx Xxx Xxxxxxxx Money Lien 13 Qualified Bidder 49 Required Secured Parties 14 Responsible Officer 14 Second Indenture 1 Secured Parties 14 Secured Party Certificate 14 Secured Party Officer 15 Secured Party Representative 15 Trust Indenture Act 23 XXX 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERXxxxxx Xxxxxx 15

INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 Mortgage File 3 Affected Loan(s) 18 Mortgage Loan Schedule 2 Agreement 1 Mortgage Loans 1 Bank of America Lender Successor MOU 26 Borrower Right 21 Officer’s Certificate 6 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Reporting Information 14 Dispute 20 Seller’s Information 13 Final Judicial Determination 20 Special Servicer 1 Final Memorandum 1 Trust 1 Indemnification Agreement 13 Trust Advisor 1 Initial Purchasers 1 Trustee 1 Master Servicer 1 UCC 5 Material Breach 16 Underwriters 1 Material Document Defect 16 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between Bank of America, National Association (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Xxxxx Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 21 Mortgage Note 1 Accountant’s Due Diligence Report 15 Mortgagor 1 Affected Loan(s) 19 MOU 27 Agreement 1 Officer’s Certificate 7 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 11 Public Certificates 1 Crossed Mortgage Loans 19 Purchaser 1 Cure Request 17 Repurchase Request 21 Custodian 1 Seller 1 Defective Mortgage Loan 19 Seller Defeasance Rights and Obligations 22 Dispute 21 Seller Parties 1 Final Judicial Determination 22 Seller Reporting Information 14 Final Memorandum 1 Seller’s Information 14 General Special Servicer 1 Special Servicer 1 Indemnification Agreement 14 SMC 1 Initial Purchasers 1 Trust 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Document Defect 17 UCC 5 Mortgage File 3 Underwriters 1 Mortgage Loan Schedule 2 Underwriting Agreement 1 Mortgage Loans 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated July 24, 2015, between Starwood Mortgage Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of August 1, 2015, between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 2015-C24 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, CIBC World Markets Corp. and Dxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class XB, Class X-D, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 15, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Purchaser and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGEReach Seller Party hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of January 9, 2013, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of January 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Xxxxx Fargo Bank, National Association, as custodian (the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C7 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-B, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 3, 2013 (the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have “To the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate 2 Certificates of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 66 2 Closing Date 66 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 49 Covered 52 Continuing Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 18 Effective Time 2 Enforceability Exceptions 25 Encumbrance 30 Environmental Laws 25 39 Environmental Liabilities 39 ERISA 19 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 41 Exchange Fund 6 Exchange Ratio 2 FDIC Final Closing Statement 12 Federal Reserve Board 14 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 11 29 Government Programs 40 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 26 IRS 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 18 Material Contracts 26 Merger 1 Merger Consideration 2 3 Merger Consideration Value 4 MGCL Statement 5 Merger Sub 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 26 Premium 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Target Net Working Capital 11 Tax 19 35 Tax Authority 34 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support Agreement 1 vi Working Capital Deficit 11 Working Capital Surplus 11 THIS AGREEMENT AND PLAN OF MERGERMERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: ​ ​ ​ Acquiror ‌ 1 Acquiror Bank ‌ 62 Acquiror Benefit Plan ‌ 62 Acquiror Board ‌ 62 Acquiror Bylaws ‌ 62 Acquiror Capital Stock ‌ 62 Acquiror Capitalization Date ‌ 30 Acquiror Certificate of Incorporation ‌ 61 Acquiror Common Stock ‌ 62 Acquiror Disclosure Schedules ‌ 70 Acquiror ERISA Affiliate ‌ 62 Acquiror Financial Statements ‌ 31 Acquiror Preferred Stock ‌ 30 Acquiror SEC Reports ‌ 62 Acquiror Stock Issuance ‌ 62 Acquisition Proposal 59 Additional ‌ 62 Affiliate ‌ 63 Agreement ‌ 1 Applicable Mortgage Business Requirements ‌ 63 Articles of Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB ‌ 2 Bank ‌ 63 Bank Merger ‌ 63 Business Day ‌ 63 Call Report ‌ 63 Certificate of Merger ‌ 2 CIC Payment ‌ 49 Closing ‌ 2 Closing Acquiror Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 ‌ 63 Closing Date 66 ‌ 2 Code ‌ 63 Company ‌ 1 Company Adverse Recommendation ‌ 39 Company Articles of Incorporation ‌ 63 Company Benefit Plan ‌ 63 Company Board ‌ 64 Company Bylaws ‌ 64 Company Capital Stock ‌ 64 Company Capitalization Date ‌ 9 Company Common Stock ‌ 64 Company Disclosure Schedules ‌ 70 Company Employees ‌ 37 Company ERISA Affiliate ‌ 64 Company Financial Statements ‌ 10 Company Investment Securities ‌ 27 Company Loans ‌ 13 Company Material Contract ‌ 22 ​ ​ Company Permitted Exceptions ‌ 12 Company Real Estate ‌ 64 Company Shareholder Approval ‌ 64 Company Shareholders’ Meeting ‌ 39 Company Stock Certificates ‌ 5 Confidentiality Agreement 49 ‌ 34 Consulting Agreement ‌ 40 Contemplated Transactions ‌ 64 Contract ‌ 64 Control,” ”Controlling” or ”Controlled ‌ 64 Conversion Fund ‌ 5 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 ‌ 48 CRA ‌ 64 Deposit Insurance Fund ‌ 65 Derivative Transactions ‌ 65 DGCL 1 Dissenting ‌ 65 Dissenters’ Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 ‌ 6 DOL ‌ 65 Effective Time ‌ 2 Enforceability Exceptions 25 Environment ‌ 65 Environmental Laws 25 ‌ 65 ERISA 19 ‌ 65 Exchange Act 16 ‌ 65 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 ‌ 4 Existing D&O Policy ‌ 45 FDIC 12 ‌ 65 Federal Reserve Board 14 ‌ 65 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 ‌ 65 Hazardous Materials ‌ 65 IBCA ‌ 65 Immediate Family Member ‌ 65 Indemnified Party ‌ 44 IRS 18 Joint Proxy Statement 15 ‌ 66 Knowledge ‌ 66 Legal Requirement ‌ 66 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 ‌ 5 Lien ‌ 66 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB ‌ 66 Merger ‌ 1 MB Articles 5 MB Bank 5 MB Benefit MergerCo ‌ 1 Mid-Tier Merger ‌ 1 Mid-Tier Merger Agreement ‌ 3 Mortgage Agency ‌ 67 Mortgage Loan ‌ 67 NASDAQ Rules ‌ 67 New Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock ‌ 49 viii ​ Old Plans 31 MB Subsidiary 31 Merger 1 ‌ 49 Order ‌ 67 Ordinary Course of Business ‌ 67 OREO ‌ 67 Outstanding Company Shares ‌ 67 PBGC ‌ 67 Per Share Cash Consideration ‌ 4 Per Share Merger Consideration 2 Merger ‌ 3 Per Share Stock Consideration Value ‌ 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Person ‌ 67 Previously Disclosed ‌ 70 Proceeding ‌ 68 Proxy Statement ‌ 68 Registration Statement ‌ 68 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Authority ‌ 68 Remediation Cost ‌ 68 Representative ‌ 68 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 ‌ 68 Restrictive Covenant Agreements ‌ 1 Schedules ‌ 70 SEC ‌ 68 Securities Act ‌ 68 Shareholder Agreement ‌ 9 Subsidiary 12 ‌ 68 Superior Proposal 64 ‌ 68 Surviving Corporation Entity ‌ 1 Takeover Statutes 27 Tax 19 ‌ 69 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 ‌ 69 Termination Date 63 ‌ 54 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGER‌ 57 Third Party Consents ‌ 9 Total Payments ‌ 50 Transition Date ‌ 69 U.S. ‌ 69 Unaudited Monthly Financial Statements ‌ 34 ​ ix ​ ​ ​ ​ ​

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 15Ga-1 Notice 21 Mortgage Loans 1 Affected Loan(s) 18 Mortgage Note 1 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Mortgagor 1 Xxxx of Sale 2 MOU 26 Certificate Administrator 1 Officer’s Certificate 7 Certificate Purchase Agreement 6 Bank Merger 1 Other Mortgage Loans 1 Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 1 Pooling and Servicing Agreement 1 Closing Date 66 Code 2 Preliminary Memorandum 2 Collateral Information 11 Private Certificates 1 Confidentiality Crossed Mortgage Loans 18 Prospectus Supplement 2 Cure Request 17 Public Certificates 1 Custodian 1 Purchaser 1 Defective Mortgage Loan 18 Repurchase Request 20 Dispute 20 Seller 1 Excluded Mortgage Loan Special Servicer 1 Seller Defeasance Rights and Obligations 22 Final Judicial Determination 21 Seller Reporting Information 14 Final Memorandum 2 Seller’s Information 14 General Special Servicer 1 Special Servicer 1 Indemnification Agreement 49 Covered Employees 54 Deferred Compensation 14 Trust 47 Delaware Secretary 1 DGCL Initial Purchasers 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department Trust Advisor 1 Master Servicer 1 Trustee 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB Breach 17 UCC 5 Material Document Defect 17 Underwriters 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock Mortgage File 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support Underwriting Agreement 1 vi AGREEMENT AND PLAN OF MERGERMortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated June 5, 2015, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of June 1, 2015, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), excluded mortgage loan special servicer (in such capacity, the “Excluded Mortgage Loan Special Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, LNR Partners, LLC, as general special servicer (the “General Special Servicer”), Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated June 21, 2013, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of July 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), Xxxxx Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated June 13, 2013 (the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Accrued PTO 35 Acquired Assets 1 Acquired Inventory 3 Acquired Leased Real Property 2 Acquired Real Property Leases 2 Action 54 Advisors 54 Affiliate 54 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications Dispute 51 Base Merger Consideration Allocation 13 Allocation Objection Notice 13 Alternative Transaction 54 Assigned Contracts 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates Assumed Cure Costs 8 Assumed Liabilities 7 Auction 8 Audited Financial Statements 16 Available Contracts 8 Bankruptcy Cases 1 Bankruptcy Code 1 Bankruptcy Court 1 Bankruptcy Court Order 27 Bill of Merger 2 Sale and Assignment and Assumption Agreement 12 Business 54 Business Day 54 Business Employee 34 Cash and Cash Equivalents 54 Chosen Courts 51 Closing 66 12 Closing Date 66 Code 12 Company 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary Consent 54 Contract 55 Copyright Assignment Agreement 12 Cure Costs 55 Dataroom 24 DC 2 Deposit 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Deposit Escrow Agent 55 Designation Rights Period 8 DIP Encumbrances 55 Documents 55 Domain Names 61 Effect 58 Encumbrance 55 Enforceability Exceptions 25 15 Environmental Laws 25 55 Environmental Permits 19 Equipment 55 ERISA 19 Exchange Act 55 Estimated Inventory Count 11 Excluded Assets 5 Excluded Contracts 5 Excluded Fork Lifts 41 Excluded Inventory 55 Excluded Liabilities 7 Excluded Stores 56 Excluded Taxes 56 Existing Customer Deposits 5 Express Representations 24 Financial Statements 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board Fixed Amount 56 Fundamental Representations 42 GAAP 56 Governmental Authorization 56 Governmental Body 56 Guaranteed Obligations 39 Guarantor 1 Hazardous Substance 56 Indebtedness 30 Independent Arbiter 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Information Presentation 24 Insurance Policies 3 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 56 Inventory 57 Inventory Count 11 Inventory Price 57 knowledge 57 Law 57 Leasehold Improvements 57 Liability 57 Marks 56 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 50, 58 Material Contract 17 Material Supplier 23 Order 59 Ordinary Course 59 Outside Date 44 Paid PTO 35 Parties 1 MB Articles 5 MB Bank 5 MB Benefit Party 1 Permits 19 Permitted Encumbrances 59 Person 59 Personal Information 59 Petition Date 1 Pre-Closing Tax Period 59 Projections 39 Proposed Allocation 13 Purchase Price 10 Purchaser 1 Purchaser Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB 35 Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Appurtenances 2 Representative Stores 11 Reserved Inventory 60 Sale Hearing 60 Sale Motion 60 Sale Order 60 Seller 1 Seller Intellectual Property 60 Seller IP Rights 60 Seller Parties 60 Seller Plan Amendment 53 MB Stock Plans 31 MB 60 Sellers 1 Social Media 62 Software 60 Subsidiaries 61 Subsidiary 31 Merger 1 Merger 61 Tail Policy 24 Tax 61 Tax Action 61 Tax Code 61 Tax Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 13 Tax Return 19 61 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 61 Technology 61 Trade Secrets 57 Trademark Assignment Agreement 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Transaction Agreements 62 Transfer Offer 34 Transfer Taxes 45 Transferred Employees 34 Transition Services Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination 62 Unaudited Financial Statements 16 Vehicles 62 Wind-Down End Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGER41

INDEX OF DEFINED TERMS. The following terms, when terms used herein, shall in this Agreement have the meanings assigned ascribed to them on the page number pages indicated below: Acceptable Confidentiality Agreement 58 Acceptance Time 3 Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 46 Action 58 Adverse Recommendation Change 47 Affiliate 58 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Anti-Corruption Laws 35 Appraisal Shares 7 Bid 23 Book-Entry Shares 2 Cancelled Shares 3 8 Business Day 58 Capitalization Date 13 Cash Out Number 11 Cash-Out Option 9 Cash-Out RSUs 10 Certificate 2 Certificates 7 Certificate of Merger 2 Closing 66 Closing Date 66 5 Code 4 Commercially Available Software 58 Company 1 Company 401(k) Plan 51 Company Benefit Plan 58 Company Board 1 Company Bylaws 12 Company Certificate of Incorporation 12 Company Common Stock 1 Company Disclosure Letter 58 Company Employee 51 Company Equity Awards 13 Company Government Contract 24 Company Government Subcontract 24 Company Intellectual Property 59 Company MSU 59 Company Preferred Stock 13 Company Products 30 Company Registered IP 31 Company RSAs 13 Company RSUs 13 Company Securities 14 Company Stock Options 13 Company Stock Plans 13 Company Subsidiary Securities 13 Company Termination Fee 59 Compensation Committee 37 Confidentiality Agreement 49 59 Contract 59 Copyrights 30 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 Securityholders 37 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Domain Names 30 Effective Time 2 Enforceability Exceptions 25 6 Employment Compensation Arrangement 37 Environment 20 Environmental Laws 25 Claim 20 Environmental Law 20 Environmental Permits 19 Equity Award Exchange Ratio 59 ERISA 19 59 ERISA Affiliate 59 ESPP 11 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 2 Exchange Fund 6 Exchange Ratio 2 FDIC 8 Existing Credit Agreement 54 Fairness Opinion 37 FAR 25 Filed SEC Documents 12 Federal Reserve Board 14 Final Offering Period 11 Financial Advisor 37 Financial Advisor Agreement 37 First Measurement Period 11 Fixed Asset Plan 42 Foreign Merger Control Laws 15 Former Government Employee 26 GAAP 11 16 Governmental Entity Authority 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator Governmental Authorizations 15 Hazardous Materials 21 HSR Act 15 Import and Export Laws 19 Indebtedness 59 Indemnified Party 52 Intellectual Property 30 Intellectual Property Rights 30 Intervening Event 47 Judgment 15 Knowledge 59 Labor Agreement 26 IRS 18 Joint Proxy Statement Last Measurement Period 11 Law 15 Letter of Transmittal 7 Leased Real Property 30 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Marks 30 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB 59 Material Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 23 Material Policies 35 Maximum Premium 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Closing 5 Merger Closing Date 5 Merger Consideration Value 4 MGCL 7 Merger Sub 1 Minimum Tender Condition I-1 Multiemployer Plan 20 Multiple Employer 60 Notice of Intended Recommendation Change 47 OFAC 19 Offer 1 Offer Closing 3 Offer Conditions 2 Offer Documents 3 Offer Price 1 Open Source Materials 31 Ordinary Course of Business 60 Outside Date 55 Owned Company Intellectual Property 30 Parent 1 Parent 401(k) Plan 20 NASDAQ 4 OCC 14 51 Parent Cash Award 10 Parent Common Stock 9 Parent Common Stock VWAP 60 Parent Material Adverse Effect 60 Parent RSU 10 Parent Stock Option 9 Parties 1 Party 1 Patents 30 Paying Agent 8 Permitted Encumbrances 26 Premium Cap 57 Liens 60 person 61 Privacy Laws 36 Real Property Leases 30 Recommendation 15 Registered IP 61 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals Condition I-1 Release 21 Representative 61 Requisite TCG Vote 14 Restraint Condition I-1 Restraints 55 Rollover Number 11 Roll-Over Option 9 Roll-Over RSU 10 Xxxxxxxx-Xxxxx Xxx Act 16 XXX 00 Xxxxxxxxxx Xxx 00 Schedule 14D-9 4 Schedule TO 3 SEC 3 SEC Documents 16 Section 251(h) 1 Short Performance Period 11 Software 31 Specified Percentage 59 SRO 15 Foreign Merger Control Laws 49 Subsidiary 12 61 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and 45 Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERSurviving Corporation 5 Surviving Corporation Certificate of Incorporation 6 Takeover Laws 15 Takeover Proposal 45 Tax 61 Tax Returns 61 Taxes 61 Technical Regulations 21 Third Party Intellectual Property License 61 Top Customers 36 Top Suppliers 36 Total Number 11 Trade Secrets 31 Transaction Litigation 49 TSR 61 Underwater Option 10 Voting Company Debt 14

INDEX OF DEFINED TERMS. 15Ga-1 Notice 21 Mortgage Loans 1 Accountant’s Due Diligence Report 15 Mortgage Note 1 Affected Loan(s) 19 Mortgagor 1 Agreement 1 MOU 26 Xxxx of Sale 2 Officer’s Certificate 7 Certificate Administrator 1 Other Mortgage Loans 1 Certificate Purchase Agreement 1 Pooling and Servicing Agreement 1 Certificates 1 Preliminary Memorandum 1 Closing Date 2 Private Certificates 1 Collateral Information 11 Prospectus Supplement 1 Crossed Mortgage Loans 18 Public Certificates 1 Cure Request 17 Purchaser 1 Custodian 1 Repurchase Request 20 Defective Mortgage Loan 18 Seller 1 Dispute 20 Seller Defeasance Rights and Obligations 22 Final Judicial Determination 21 Seller Reporting Information 14 Final Memorandum 1 Seller’s Information 13 Indemnification Agreement 13 Special Servicer 1 Initial Purchasers 1 Trust 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Document Defect 17 UCC 5 Mortgage File 3 Underwriters 1 Mortgage Loan Schedule 2 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated July 24, 2015, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of August 1, 2015, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 2015-C24 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class X-D, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 15, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Term Page 10-Year Fixed Rate Notes 8 18-Month Floating Rate Notes 7 20-Year Fixed Rate Note 8 2-Year Fixed Rate Notes 7 30-Year Fixed Rate Notes 8 3-Year Fixed Rate Notes 8 3-Year Floating Rate Notes 8 5-Year Fixed Rate Notes 8 5-Year Floating Rate Notes 8 7-Year Fixed Rate Notes 8 Account Control Agreement 31 Acquisition Proposal 59 1 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration Senior Notes 9 Adjustments 14 Agent Members 16 Alternative Rate 14 Applicable Procedures 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares Indenture 1, B-1 Below Investment Grade Rating Event 26 Business Day 2 Cancelled Shares 3 Certificate Calculation Agent 12 Change of Control 27 Change of Control Offer 25 Change of Control Payment 25 Change of Control Payment Date 25 Change of Control Triggering Event 27 Cigna 2 Certificates Clearstream 2 Collateral Default 35 Company 1, A-0, X-0 Comparable Treasury Issue 29 Comparable Treasury Price 29 Covenant Defeasance 40 Daily Interest Amount 14 Definitive Note 2 Depository 2 Designated Subsidiary 2 Domestic Subsidiary 2 Euroclear 2 Event of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Default 34 Exchange Act 16 25 Exchange Agent 6 Notes 2 Express Scripts 2 First Supplemental Indenture B-1 Fitch 27 Fixed Rate Make Whole Redemption Price 28 Fixed Rate Notes 8 Floating Rate Interest Payment Date 12 Floating Rate Notes 8 Gxxxxxxxx 00, X-0 Guarantee Release Condition 42 Guarantor B-0 Xxxxxxxxxx 0, X-0 IFA 14 Indenture 1, B-1 Independent Investment Banker 29 Initial Notes 2 Interest Determination Date 13 Interest Payment Date 3 Interest Reset Date 12 Investment Grade Rating 27 LIBOR Alternative Rate Provision 14 LIBOR Event 14 London Business Day 13 Make-Whole Basis Points 29 Mandatorily Redeemable Notes 3 Mxxxx'x 28 nationally recognized statistical rating organization 28 Notes Custodian 3 Notice of Default 34 Offering Memorandum 3 Par Call 28 Par Call Date 29 Permitted Investments 32 person 27 Pledged Property 31 Primary Treasury Dealer 30 Purchase Agreement 3 QIB 3 Qualified Institutional Buyer 3 Rating Agencies 28 Record Date 3 Redemption Exclusive Control Trigger Event 32 Reference Treasury Dealer 30 Reference Treasury Dealer Quotations 30 Registered Exchange Agent Offer 3 Registration Rights Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 3 Regular Record Date 11 Governmental Entity Regulation S 3 Regulation S Global Note 15 Xxxxx Existing Employment Regulation S Notes 3 Required Merger 32 Restricted Notes Legend 2, 3 Restricted Period 4 Rule 144 4 Rule 144A 4 Rule 144A Global Note 15 Rule 144A Notes 4 S&P 28 Securities Act 4, A-1 Security Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 4 Segregated Collateral Accounts 31 Senior Notes 8 Special Mandatory Redemption 30 Special Mandatory Redemption Date 31 Special Mandatory Redemption Price 31 Special Mandatory Redemption Trigger Date 30 Stated Maturity 4 Supplemental Indenture 1, B-1 Transfer Restricted Note 4 Treasury Rate 30 Trigger Date 4 Trustee 1 Use of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote Proceeds Exclusive Control Trigger Event 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERvoting stock 27 ARTICLE II THE SENIOR NOTES

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: ACA 25 Acquired Company Confidential Information 68 Acquisition Proposal 59 58 Additional Merger Consideration 8 Equity Financing 65 Additional Escrow Account 9 Additional Escrow Claim 72 Additional Escrow Payout Schedule 11 Adjustment Amount Payout Schedule 11 Adjustment Unit Escrow Account 9 Agreement 1 Article Allocation 68 Alternative Financing 62 Alternative Transaction 58 Base Balance Sheet 22 Business Combination 81 Cash Consideration Payout Schedule 11 Certificate of Merger 3 Class I Directors 59 Class II Directors 59 Class III Standard Directors 59 Closing 3 Closing Adjustment Statement 13 Closing Date 3 Companies Laws 1 Company 1 Company Disclosure Schedule 19 Company Equity Holder Support Agreement 2 Company Non-Recourse Party 109 Company Sale 18 Company Securityholder Representative 1 Company Sponsor Director Support Agreement 2 Company Sponsor Stockholders Agreement 8 Company Sponsor Support Agreement 2 Company Support Agreements 2 control 84 controlled by 84 D&O Indemnitees 73 Debt Commitment Letter 40 Debt Financing 40 DGCL 1 DLLCA 1 Domestication 1 Earn Out Payout Schedule 11 Article IV Standard 30 Average MB Earned Earn Out Units 17 Effective Time 3 Enforcement Exceptions 20 Equity Consideration Payout Schedule 11 Estimated Closing Adjustment 13 Estimated Closing Adjustment Statement 13 Excess Amount 16 Exchange Agreement 7 Excluded Financing Expenses 64 Final Closing Adjustment 13 Final Closing Adjustment Statement 13 Financial Statements 22 Flow-Through Tax Item 69 Founder Stockholders Agreement 8 GAAP 13 Group 18 Intended Tax Treatment 68 IPO 81 IRS 25 Letter of Transmittal 12 Material Contracts 28 Material Permits 27 Merger 1 Merger Sub 1 Merger Sub Equity Holder Written Consent 1 Most Recent Balance Sheet Date 22 NCP Contingent Payment Escrow Account 9 NCP Contingent Payment Escrow Amount 9 NCP Contingent Payment Remaining Amount 16 NCP Contingent Payment Remaining Amount Payout Schedule 11 Objection Notice 14 Organization Agreement 7 Parent 1 Parent Class A Share Certificate 9 Parent Class A Shares 36 Parent Class B Share Certificate 9 Parent Class B Shares 36 Parent Common Stock Price 4 Bank Merger 5 Bank Merger 36 Parent Disclosure Schedule 35 Parent Equity Holder Meeting 55 Parent Financials 42 Parent Non-Recourse Party 110 Parent Related Party 44 Parent Sponsor Director Support Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code Parent Warrants 36 Parties 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary Party 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Paying and Exchange Agent 6 12 Paying and Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Post-Closing Directors 59 Post-Closing Pubco Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint 59 Prospectus 81 Proxy Statement 55 Public Certifications 42 Public Stockholders 81 Redemption 44 Registration Rights Agreement 7 Registration Statement 55 Remaining Amount 15 Letter of Transmittal SEC Reports 42 Stock Price Earn-Out Statement 17 Stockholders Agreement 8 Surviving Company 1 Surviving Company Amended and Restated Limited Liability Company Agreement 3 Surviving Pubco 1 Surviving Pubco Bylaws 67 Surviving Pubco Charter 67 Surviving Pubco Class V Share Subscription Agreement 7 Liens 13 Loans 28 Management Services Surviving Pubco Plans 74 Surviving Pubco Public Warrants 2 Surviving Pubco Warrants 2 Tax Partnership Matters Tax Receivable Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 7 Top Merchant 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Top Merchants 32 Top Vendor 32 Top Vendors 32 Transfer Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 69 Trust Account Common Shares 3 81 Trust Preferred Securities 60 Agreement 44 Trustee 44 under common control with 84 Voting and Support Matters 55 Waiver Agreement 1 vi AGREEMENT AND PLAN OF MERGER2 Withdrawing Director 59

INDEX OF DEFINED TERMS. 15Ga-1 Notice 22 Accountant’s Due Diligence Report 25 Affected Loan(s) 20 Agreement 1 Authenticating Agent 1 Bxxx of Sale 2 Certificate Administrator 1 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificate Registrar 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 20 Cure Request 18 Custodian 1 Defective Mortgage Loan 20 Depositor 1 Dispute 22 Final Judicial Determination 23 Final Memorandum 1 Indemnification Agreement 14 Initial Purchasers 1 Trust 1 Loss of Value Payment 19 Master Servicer 1 Material Breach 18 Material Document Defect 18 Mortgage File 3, 8, 1 Mortgage Loan Purchase Agreement 1 Mortgage Loan Schedule 2, 1 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 28 MSMCH Lender Successor Borrower Right 23 Operating Advisor 1 Originator 27 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 1 Preliminary Prospectus 1 Private Certificates 1 Prospectus 1 Public Certificates 1 Purchaser 1 Repurchase Request 22 Seller Reporting Information 15 Seller’s Information 14 Servicing Transfer Event 18 Special Servicer 1 Sponsor 27 Trustee 1 UCC 5 Underwriters 1 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated [DATE], between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of [DATE], between Purchaser, as depositor, [MASTER SERVICER], as master servicer (the “Master Servicer”),[SPECIAL SERVICER], as special servicer (the “Special Servicer”), [OPERATING ADVISOR], as operating advisor (the “Operating Advisor”), [TRUSTEE], as trustee (the “Trustee”), [CERTIFICATE ADMINISTRATOR], as certificate administrator (the “Certificate Administrator”), [CUSTODIAN], as custodian (the “Custodian”), [CERTIFICATE REGISTRAR], as certificate registrar (the “Certificate Registrar”), and [AUTHENTICATING AGENT], as authenticating agency (the “Authenticating Agent”). In exchange for the Mortgage Loans, certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”) and, in the case of the [SPECIFIC LOAN], the [LOAN SPECIFIC] Trust B Note, the Trust will issue to the Depositor pass-through certificates to be known as [CERTIFICATE CAPTION] (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class [PUBLICLY OFFERED CLASSES] Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”)will be sold by Purchaser to [UNDERWRITERS], as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class [PRIVATELY OFFERED CLASSES] Certificates (the “Private Certificates”) will be sold by Purchaser to [INITIAL PURCHASERS], as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Preliminary Prospectus dated [DATE] (the “Preliminary Prospectus”) and a Prospectus dated [DATE] (the “Prospectus”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated [DATE] (as supplemented by the preliminary private placement memorandum supplement, dated [DATE], the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 21 Mortgage File 3 Affected Loan(s) 18 Mortgage Loan Schedule 2 Agreement 1 Mortgage Loans 1 Bank of America Lender Successor MOU 26 Borrower Right 22 Officer’s Certificate 7 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 2 Collateral Information 11 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Reporting Information 14 Dispute 20 Seller’s Information 14 Excluded Mortgage Loan Special Servicer. 1 Special Servicer 1 Final Judicial Determination 21 Trust 1 Final Memorandum 2 Trust Advisor 1 Indemnification Agreement 14 Trustee 1 Initial Purchasers 1 UCC 5 Master Servicer 1 Underwriters 1 Material Breach 17 Underwriting Agreement 1 Material Document Defect 17 Mortgage Loan Purchase Agreement (this “Agreement”), dated April 10, 0000, xxxxxxx Xxxx xx Xxxxxxx, National Association (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of April 1, 2015, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C22, Commercial Mortgage Pass-Through Certificates, Series 2015-C22 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X­-B, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated March 30, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated April 6, 2015, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 25 Agreement 1 Officer’s Certificate 6 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Xxxxx Fargo 1 Mortgage Loan Purchase Agreement (“Agreement”), dated January 30, 2014, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of February 1, 2014, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”), as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), U.S. Bank National Association, as trustee (the “Trustee”), and Xxxxx Fargo, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14, Commercial Mortgage Pass-Through Certificates, Series 2014-C14 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-­B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated January 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 21 Accountant’s Due Diligence Report 15 Affected Loan(s) 19 Agreement 1 Bxxx of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 19 Cure Request 18 Custodian 1 Defective Mortgage Loan 19 Dispute 21 Final Judicial Determination 22 Final Memorandum 1 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 1 Private Certificates 1 Prospectus Supplement 1 Public Certificates 1 Purchaser 1 Repurchase Request 21 Seller 1 Seller Defeasance Rights and Obligations 22 Seller Reporting Information 14 Seller’s Information 14 Special Servicer 1 Special Servicer 1 Trust 1 Trust Advisor 1 Trustee 1 UCC 5 Underwriters 1 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated December 2, 2015, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of December 1, 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), Wxxxx Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, UBS Securities LLC and Dxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated and UBS Securities LLC, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated November 18, 2015 (as supplemented by the preliminary private placement memorandum supplements, dated November 25, 2015 and December 2, 2015, respectively, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 20% Owner 6 Equity Securities 8 A&R Agreement 5 Estimated Tax Liability 35 Additional Merger Consideration Securities 23 Event of Withdrawal 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Additional Unitholder 6 Executive 8 Adjusted Capital Account Deficit 6 Executive Manager 38 Affiliate 6 Fair Market Value 9 Affiliated Institution 6 Family Group 9 Agreement 6 Bank Merger Certificates Fiscal Quarter 9 Ancillary Documents 15 Fiscal Year 9, 21 Approved Sale 64 Forfeited Units 34 available amount 33 Founder Unitholder 30 Blocker Corporation 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Fund XII/A Managers 38 Board 7 Governmental Entity 9 Board Governance Exceptions 7 Grossed-Up Amount 9 Book Value 4 BHC Act 7 GTCR Advisory Agreement 9 Business 7 GTCR Fund 9 CABO 7 GTCR Investor 9 CABO Entity 7 GTCR Investor Representative 10 CABO Investment 5 GTCR Investor Votes 40 CABO Investor 7 GTCR Management 9 CABO Managers 38 GTCR Manager 38 CABO Equity Purchase Agreement 7 GTCR Managers 38 Call Option Transfer 15 GTCR Unit Purchase Agreement 10 Capital Account 7 Incentive Unit 10 Capital Contributions 7 Indemnitee 10 Certificate 8 Independent Manager 38 Chosen Courts 75 Initial Distribution 10 Class A Units 16 Institutional Holder 10 Class A Unpaid Yield 22 Investor Manager 38 Class A Unreturned Capital 22 Investor Managers 38 Class A Yield 22 Investor Residual 10 Class B Units 16 Investors 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Class C Units 16 Issuance Closing 66 67 Closing Date Distributions 36 Issuance Notice 66 Code 1 Confidentiality 8 Liens 11 Company 5 Losses 11 Company Interest 8 Management Unitholder 11 Confidential Information 58 Manager 11 Court of Chancery 75 Minimum Gain 11 Delaware Act 8 Net Loss 11 Delaware Federal Court 75 Net Profit 11 Dispute 76 New Securities 11 Distribution 8 Notice 56 Officers 12 Senior Management Agreement 49 Covered Employees 13 Original Agreement 5 Specified Person 14 Other Business 29 Splitter Manager 38 Participating Class C Uxxx 00 Xxxxxxxx Xxxxx X Xxxx 00 Participating Residual Unit 12 Subject Unitholders 74 Participation Threshold 24 Subsidiary 14 Partnership Tax Audit Rules 12 Subsidiary Public Offering 14 Permitted Transferee 61 Substituted Unitholder 14 Person 12 Tag-Along Notice 63 Pro Rata Allotment 66 Tag-Along Transfer 15 Proceeding 46 Tag-Along Unitholders 63 Profits 12 Tax 14 Public Offering 12 Tax Distribution 34 Public Sale 12 Tax Distribution Conditions 34 Put Option 12 Tax Matters Partner 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Put Right Transfer 15 Taxable Year 15 Qualified Holder 66 Taxes 14 Registration Agreement 13 Transaction Documents 15 Regulatory Allocations 52 Transfer 15 Repurchase Class A Unit 22 Transfer Actions 15 Required Interest 13 Transferee 15 Residual Units 13 Transferred 15 Safe Harbor 56 Transferring Investor 63 Sale of the Company 13 Treasury Regulations 16 Securities 13 Unit 16 Securities Act 13 Unit Ledger 23 Securities Exchange Act 13 Unitholder 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERSeller Representative 65

INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 25 Agreement 1 Officer’s Certificate 6 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Xxxxx Fargo Bank 1 Mortgage Loan Purchase Agreement (“Agreement”), dated June 5, 2014, between CIBC Inc. (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of June 1, 2014, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C16, Commercial Mortgage Pass-Through Certificates, Series 2014-C16 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated May 29, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated June 4, 2014, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. The following terms1934 Act 1 Ability to Repay Rule 1 Accounts 1 Act of Insolvency 2 Additional MBS/Purchased Mortgage Loans 2 Adjusted Tangible Net Worth 2 Administrative Agent 3 Administrative Agent’s eVault 3 Affiliate 3 Aged Loan 3 Agencies 3 Agency 3 Agency Custodian 3 Agency Guidelines 3 Aggregate Purchase Price 3 Agreement 4 Anti-Corruption Laws 4 Anti-Money Laundering Laws 4 Applicable Agency Documents 4 Applicable Agency Loan Schedule 4 Appraised Value Alternative 4 Approved eMortgage Takeout Investor 5 Approved Takeout Investor 5 Asset File 5 Asset Schedule 5 Asset Schedule and Exception Report 5 Assignment of Mortgage 5 Authoritative Copy 5 Authorized Signers 5 Available Warehouse Facilities 6 Bailee Letter 6 Bankruptcy Code 6 Bankruptcy Reform Act 6 Blanket Bond Required Endorsement 6 Business Day 6 Buyer Third-Party Recipients 6 Buyers 6 CARES Act 6 Cash Deposit 6 Cash Equivalents 7 Cash Manager 7 CEMA Loan 7 CFPB 7 Change in Control 7 Change in Requirement of Law 8 Chase 8 CL 8 Closing Protection Letter 8 CLTV 8 Combined Loan-to-Value Ratio 8 Completed Repurchase Advice 9 Compliance Certificate 9 Confirmation 9 Continuity, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Recovery and Incident Response Programs 9 Controller 9 Conventional Conforming Loan 9 Co-op Corporation 9 Co-op Loan 10 Co-op Project 10 Co-op Shares 10 Co-op Unit 10 Copy-permitted Documents 10 Credit File 10 Custodial Agreement 1 Article III Standard 10 Custodian 10 Debt 10 Default 11 Article IV Standard 30 Average MB Common Defaulted Loan 11 Defective Mortgage Loan 11 Delivered Mortgage Loan 11 Depository 12 Designated Jumbo Loan 12 Early Repurchase Date 12 eClosing System 12 eClosing Transaction Record 12 eCommerce Laws 12 Electronic Agent 12 Electronic Record 12 Electronic Tracking Agreement 12 Eligible Mortgage Loan 12 eMortgage Loan 15 eNote 15 eNote Control and Bailment Agreement 15 ERC Mortgage Loan 16 ERISA 16 eRisk Determination 16 ESIGN 15 eVault 16 eVault Provider 16 Event of Default 16 Expanded Criteria Loan 16 Facility Amount 16 Xxxxxx Xxx 16 Xxxxxx Xxx Guide 16 FDIA 16 FDICIA 16 FHA 17 FICO Score 17 Financial Institution 17 Foreign Buyer 17 Xxxxxxx Xxx 17 Xxxxxxx Mac Guide 17 Xxxxxxx Xxx New Condo Loan 17 FTC Act 17 Funding Account 17 GAAP 17 Xxxxxx Xxx 17 Xxxxxx Xxx Guide 17 GLB Act 17 Government Loan 18 Governmental Authority 18 Hedging Arrangement 18 Homestyle® Renovation Loan 18 HUD 18 Income 18 Income Collection Account 18 Indemnified Party 18 Intercreditor Agreement 19 Interim Servicer 19 Interim Servicing Term 19 Investor Loan 19 IRC 19 IRS 19 Joint Account 19 Joint Account Control Agreement 19 Joint Securities Account 19 Joint Securities Account Control Agreement 19 JPM Threshold 20 Jumbo Loan 20 Leverage Ratio 20 Lien 20 Liquidity 20 Litigation 20 Loan Eligibility File 20 Loan Level Representation 21 Loan-to-Value Ratio 21 Location 21 Long Aged Loan 21 Low FICO FHA/VA Loan 21 LTV 21 Manufactured Home 21 Manufactured Home Loan 21 Margin Amount 22 Margin Call 22 Margin Cash 22 Margin Deficit 22 Margin Percentage 22 Margin Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration 22 Market Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 22 Material Adverse Effect 11 22 Material Indebtedness 22 Material Subsidiary 22 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws False Representation 22 Maximum Current Advance Capacity 23 MBS 23 MERS 23 MERS Designated Mortgage Loan 23 MERS® eDelivery 23 MERS® eRegistry 24 MERS® eRegistry Procedures Manual 24 MERS® System 24 MIN 24 MOM Loan 24 Xxxxx’x 24 Mortgage 24 Mortgage Assets 24 Mortgage Finance Online 24 Mortgage Loan 24 Mortgage Loan Documents 24 Mortgage Note 24 Mortgaged Property 24 Mortgagor 25 Multiemployer Plan 25 MWF Web 25 No-cure Default 25 Non-Agency Jumbo Guidelines 25 Non-Chase Creditor 25 Notice Officer 25 Officer’s Certificate 25 Operating Account 25 Originate 25 Origination 25 Origination Date 25 Outstanding Principal Balance 25 Party 26 Person 26 Pool 26 Pooled Loan 26 Pooling Date 26 Portal 26 Post-Origination Period 26 Price Differential 26 Pricing Rate 26 Prior MRA 26 Privacy Requirements 26 Property Charges 27 Proprietary Lease 27 Purchase Date 27 Purchase Price 27 Purchased Mortgage Loans 27 QM Rule 27 Qualified Mortgage Loan 27 Qualified Subordinated Debt 27 Recognition Agreement 27 Remittance Date 27 Repurchase Date 27 Repurchase Price 28 Request for Documents Release 28 Required Amount 28 Requirement(s) of Law 28 Rescission 29 Responsible Officer 29 RHS 29 RHS Loan 29 Rock Holdings 30 S&P 30 SEC 30 Second Home Loan 30 Secure Directory 30 Seller 30 Seller’s Accounts 30 Seller’s Customer 30 Seller’s Customer Information 30 Seller’s eVault 30 Servicing File 30 Servicing Records 30 Servicing Rights 31 MB Charter Amendment 5 MB Common Settlement Agent 31 Settlement Date 31 Side Letter 31 SIPA 31 Special Confidential Information 31 Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Power 31 Subservicer 31 Subservicer Instruction Letter 31 Subservicing Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Successor Servicer 32 Takeout Agreement 32 Takeout Commitment 32 Takeout Guidelines 32 Takeout Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Dividend 32 Termination Date 63 Termination Fee 64 32 Third Party Originator 33 TILA-RESPA Integrated Disclosure Rule 33 TPO Loan 33 Transaction 33 Transaction Documents 33 Transfer of Control 33 Transfer of Control and Location 33 Transfer of Location 33 Transferable Record 33 Trust Account Common Shares 3 Receipt 34 Trust Preferred Securities 60 Voting Release Letter 34 UCC 34 UETA 34 VA 34 Wet Delivery Deadline 34 Wet Funding 34 Wet Loan 34 List of Exhibits and Support Schedules: Exhibit A Form of Confirmation Exhibit B Mortgage Loan Representations and Warranties Exhibit C Form of Compliance Certificate Exhibit D Conditions Precedent Documents Exhibit E Subsidiary Information Exhibit F Form of Subservicer Letter Schedule I Approved Takeout Investors and Approved eMortgage Takeout Investors Schedule II Seller’s Authorized Signers Schedule III Administrative Agent’s CLTV/FICO Score Criteria for Jumbo Loans Schedule III-RM Seller’s CLTV/FICO Score Criteria for Jumbo Loans Schedule IV Litigation Schedule HR Sample form of Hedging Report THIS FIRST AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT dated as of August 11, 2022 (as it may be supplemented, amended or restated from time to time, this “Agreement”) amending and restating in its entirety the Master Repurchase Agreement 1 vi AGREEMENT AND PLAN OF MERGERdated May 2, 2013 (as amended, the “Prior MRA”) by and among ROCKET MORTGAGE, LLC, a Michigan limited liability company (“Seller”) (formerly known as Quicken Loans, LLC), JPMORGAN CHASE BANK, N.A., a national banking association (“Chase”), as administrative agent for the Buyers (in that capacity, Xxxxx is herein referred to as the “Administrative Agent”) and as a Buyer, and the other Buyers party hereto from time to time (collectively with Xxxxx, the “Buyers”). Currently, Xxxxx is the only Buyer.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of April 15, 2013, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of May 1, 2013 between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (in such capacity, the “Special Servicer”), Xxxxx Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Trimont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C9, Commercial Mortgage Pass-Through Certificates, Series 2013-C9 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class A-3FL, Class A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated December 31, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated April 8, 2013 (the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Affiliate A-1 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price Audit Committee 6 Board 3 Board Committees 6 Board Independence Requirements 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 BookBye-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates laws X-0 XXX X-0 Xxxxxxxx X-0 Change of Merger 2 Closing 66 Control A-1 Closing Date 66 Code A-2 Company 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares Committee 6 Confidential Information 14 Controlled Company A-2 Creditors’ Rights A-2 Damages A-2 Director 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio A-2 Governing Documents A-2 Governmental Authority A-2 Information A-3 Initial Public Offering A-3 Xxxxxxx Xxxxxxx Policy A-3 Investor 1 1 Investor 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 1 Investor Designee 3 Investor Designees 3 Investor Shareholders A-3 Lapse Date 13 Loans 28 Management Services Agreement 55 Maryland Department Law X-0 Xxxxxxxxxx X-0 NDS Holdco 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving News Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG News Group 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration News Group Designees 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares Nominating and Corporate Governance Committee 6 Nuclobel Group 1 Nuclobel Group Designees 3 Trust Preferred Securities 60 Voting and Support Nuclobel Investors 1 Officer A-3 Original Stockholders Agreement 1 vi Parties 1 Party 1 Permitted Transferee A-4 Person A-4 Public Offering A-4 Registrable Securities A-4 Registration Rights Agreement A-4 Representatives A-4 Resign, Resigning or Resignation X-0 XXX X-0 Secondary Offering 13 Securities Act X-0 Xxxxxxxxxxxx X-0 Shares A-5 Transfer A-5 This SHAREHOLDERS’ AGREEMENT AND PLAN OF MERGER(the “Agreement”) is dated as of [—], by and among Nuclobel Lux 1 S.àr.l. (“Investor 1”), a private limited company (société à responsabilité limitée) incorporated in Luxembourg, Nuclobel Lux 2 S.àr.l. (“Investor 2”), a private limited company (société à responsabilité limitée) incorporated in Luxembourg (each a “Nuclobel Investor” and together the “Nuclobel Investors” and together with their Permitted Transferees (as defined herein), being referred to collectively as the “Nuclobel Group”), News Corporation, a Delaware corporation (“News Corporation”), NDS Holdco Inc. (“NDS Holdco,” and together with News Corporation and their Permitted Transferees, the “News Group”), and NDS Group Holdings Limited, a company organized under the laws of Bermuda (the “Company”), and such other Persons who or which become parties to this Agreement pursuant to the terms and conditions of this Agreement. The Company, the Nuclobel Group and the News Group are collectively referred to herein as the “Parties,” and each of them is referred to as a “Party.” This Agreement shall become effective upon the Effective Time.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 22 Accountants’ Due Diligence Report 16 Affected Loan(s) 20 Agreement 1 Asset Representations Reviewer 1 Authenticating Agent 1 Bxxx of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificate Registrar 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 20 Cure Request 18 Custodian 1 Defective Mortgage Loan 19 Dispute 22 Final Judicial Determination 23 Final Memorandum 1 Form 15G 17 Indemnification Agreement 14 Initial Purchasers 1 Issuing Entity 1 Loss of Value Payment 19 Master Servicer 1 Material Breach 18 Material Document Defect 18 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 MOU 28 Officer’s Certificate 7 Operating Advisor 1 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 1 Preliminary Prospectus 1 Private Certificates 1 Prospectus 1 Public Certificates 1 Purchaser 1 Repurchase Request 22 Seller 1 Seller Reporting Information 14 Seller’s Information 14 Special Servicer 1 Trustee 1 UBSRES Lender Successor Borrower Right 23 UCC 5 Underwriters 1 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (“Agreement”), dated [DATE, between [SPONSOR] (“Seller”) and [PURCHASER] (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) and evidenced by the related note or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Issuing Entity”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of [DATE], between Purchaser, as depositor, [MASTER SERVICER], as master servicer (the “Master Servicer”), [SPECIAL SERVICER], as special servicer (the “Special Servicer”), [OPERATING ADVISOR], as operating advisor (the “Operating Advisor”), [TRUSTEE], as trustee (the “Trustee”), [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer (the “Asset Representations Reviewer”), [CERTIFICATE ADMINISTRATOR], as certificate administrator (the “Certificate Administrator”), [CUSTODIAN], as custodian (the “Custodian”), [CERTIFICATE REGISTRAR], as certificate registrar (the “Certificate Registrar”), and [AUTHENTICATING AGENT], as authenticating agency (the “Authenticating Agent”). In exchange for the Mortgage Loans, certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”) and, in the case of the [SPECIFIC LOAN], the [LOAN SPECIFIC] Trust B Note, the Issuing Entity will issue to the Depositor pass-through certificates to be known as [CERTIFICATE CAPTION] (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class [PUBLICLY OFFERED CLASSES] Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to [UNDERWRITERS], as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class [PRIVATELY OFFERED CLASSES] Certificates (the “Private Certificates”) will be sold by Purchaser to [INITIAL PURCHASERS], as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Preliminary Prospectus dated [DATE] (the “Preliminary Prospectus”) and a Prospectus dated [DATE] (the “Prospectus”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated [DATE] (as supplemented by the preliminary private placement memorandum supplement, dated [DATE], the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Affected Loan(s) 17 Agreement 1 Xxxx of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 10 Crossed Mortgage Loans 16 Cure Request 16 Custodian 1 Defective Mortgage Loan 16 Dispute 19 Final Judicial Determination 19 Final Memorandum 1 Indemnification Agreement 12 Initial Purchasers 1 Master Servicer 1 Material Breach 15 Material Document Defect 15 Mortgage File 3 Mortgage Loan Schedule 1 Mortgage Loans 1 MOU 24 Officer’s Certificate 6 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 1 Private Certificates 1 Prospectus Supplement 1 Public Certificates 1 Purchaser 1 Repurchase Request 19 Seller 1 Seller Defeasance Rights and Obligations 20 Seller Reporting Information 13 Seller’s Information 12 Special Servicer 1 Trust 1 Trust Advisor 1 Trustee 1 UCC 5 Underwriters 1 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of [__] [__], 20[__], between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of [__], 20[_] between Purchaser, as depositor, [________], as master servicer (the “Master Servicer”), [_________], as special servicer (the “Special Servicer”), [______], as trustee (the “Trustee”), [_________], as custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, and [_________], as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20[_]-[_] (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class [_], Class [_] and Class [_] Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and [_____] (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class [_], Class [_] and Class [_] Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and [_____] (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated [__], 20[_], as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated [__] [__], 20[__] (the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated belowis an index of defined terms utilized in this Agreement: Acquisition Proposal 59 Defined Term Section Page ------------ ------- ---- 1997 Financial Statements 6.7 27 Additional Merger Consideration 8 Share Redemption 2.3 6 Additional Redeemed Stock 2.3 6 Additional Stockholders Recitations 2 Additional Warrantholders Recitations 2 Affiliate 1.2 4 Agreement Preface 1 Article III Standard 11 Article IV Standard 30 Average MB Class A Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Recitations 1 Class B Common Stock Recitations 1 Closing 66 2.4 7 Closing Date 66 Code 2.4 7 Consideration 3.2 10 Control 1.2 4 CSFB 6.5(b)(iv) 25 Financing 5.5 16 Financing Assurances 5.5 16 Government Authority 1.2 5 Holdings Preface 1 Confidentiality Holdings Related Agreements 5.1(a) 14 Holdings' Release 7.1(c) 38 Indemnified Parties 6.10(b) 30 Joinder Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 2.3 7 Knowledge 1.2 5 Liens 4.3(a) 13 Material 1.2 5 Non-Purchased Warrants Recitations 7 Non-Redeemed Shares Recitations 2 Non-Redeeming Stockholders Recitations 2 Non-Selling Warrantholders Recitations 2 Person 1.2 5 Present Fair Salable Value 5.6(a) 17 Primary Redeemed Shares Recitations 2 Primary Redemption 2.1 2.1 Primary Stockholders Preface 1 DGCL Purchased Warrants 2.3 7 Purchaser Representative Preface 1 Dissenting Redeemed Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 2.3 7 Redeeming Stockholders 2.3 7 Redemption and Purchase 2.3 7 Redemption Consideration 3.1 10 Related Agreements 4.2 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Sellers' Releases 7.2(b) 40 Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger Recitations 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Recitations 1 Series C Preferred Stock Option 4 TCG Stock Plan 4 TCG Recitations 1 Shares Recitations 1 Shopping Activities 6.13 34 Solvency 5.6 16 Stockholders Recitations 1 Subject Transactions 5.6(a) 17 Subsidiary 12 TCG 1.2 6 Third Party Transaction 6.13 34 Valuation 7.1(b) 38 Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support Agreement Purchase 2.3 7 Warrant Purchase Consideration 3.2 10 Warrantholders Recitations 1 vi AGREEMENT AND PLAN OF MERGERWarrants Recitations 1

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 License Agreements 1 Adverse Claim 1 Affiliate 1 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates Xxxx of Merger Sale 10 Business Day 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 9 Collaboration Receivable Amount 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio Consent 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Contract 2 Control 2 Counterparties 2 Counterparty 2 Credit Risk 8 Defense Conditions 29 FDA 2 Fundamental Representations 2 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 2 Indemnifying Party 28 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 2 Judgment 3 Knowledge of Seller 3 Known to Seller 3 Law 3 Licensed Know-How 3 Licensee 1 Licensee Agreements 3 Losses 28 Modification 19 Net Sales 3 New Arrangement 21 Nonassignable Assets 8 Notice and Acknowledgment Letter of Transmittal 10 Outstanding Litigation 3 Party Merger 21 Patent 3 Permitted Adverse Claim 4 Person 4 Proceeds 4 Product 4 Product Agreements 4 Product Related IP 4 Purchase Price 7 Liens 13 Loans Purchased Receivables 4 Purchaser 1 Purchaser Indemnified Party 28 Management Services Agreement 55 Maryland Department 1 Purchaser Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 4 Royalties 4 Royalty Payment 4 Royalty Reports 5 Self-commercialization Event 22 Seller 1 MB Articles Seller Field 5 MB Bank Seller Material Adverse Effect 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment Seller Parent 1 Seller Parties 1 Sublicense Agreement 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 5 Third Party Claim 28 Transaction Documents 5 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 0 Xxxxxx Xxxxxx 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Upfront Payment 6 Wrongful Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting 21 THIS ROYALTY PURCHASE AGREEMENT (this “Agreement”) dated December 17, 2020 by and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERbetween EYEPOINT PHARMACEUTICALS, INC., a Delaware corporation (the “Seller Parent”), EYEPOINT PHARMACEUTICALS US, INC., a Delaware corporation (the “Seller” and, together with the Seller Parent, the “Seller Parties”), and SWK FUNDING LLC, a Delaware limited liability company (“Purchaser”).

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 1933 Act 1 Person 3 1934 Act 1 Pre-Announcement Periods 17 1939 Act 1 Prospectus 3 Additional Merger Consideration Interest 8 Purchase Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price Affiliate 1 Purchasers 1 Agreement 1 Questionnaire 6 Automatic Shelf Registration Statement 1 Registrable Securities 3 Bank Purchaser 1 Registration Default 8 Bank Purchasers 1 Registration or Offering Expenses 3 Beneficially own 1 Rule 144A 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration Business Day 2 Base Merger Consideration Value SEC 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 2 Securities 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Security Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series 4 Company 1 Shelf Registration 4 Conversion Rate 2 Shelf Registration Statement 4 Delay Period 17 Sponsor 4 Depositary 2 Sponsor Supported Distribution 4 Effectiveness Period 2 Substantial Distribution 4 Free Writing Prospectus 2 Suspension Period 9 Holder 2 Swap Agreements 5 Indenture 2 Threshold Amount 5 Initial Purchaser 2 Trustee 5 Issuer Free Writing Prospectus 2 Underwriter 5 Majority Holders 3 Well-known 5 Notes 1 REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 31, 2008, by and among XXXX XXXXX, INC., a Maryland corporation (the "Company"), and the PURCHASERS NAMED ON EXHIBIT A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG of the Purchase Agreement (as defined below) (collectively, the "Purchasers"). This Agreement is made pursuant to the Note Purchase Agreement, dated January 14, 2008 (the "Purchase Agreement"), by and among the Company, the Purchasers and, solely for purposes of Section 1, 5.5, 5.6 and 8 thereto, the Sponsor (as defined below), which provides for the sale by the Company to the Purchasers of $1,250,000,000 aggregate principal amount of the Company's 2.5% Convertible Senior Notes due 2015 (the "Notes"). The Notes, together with the shares of Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory (as defined below) into which the Notes are convertible are referred to herein as the "Securities." In order to induce the Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERis a condition to the closing under the Purchase Agreement. In consideration of the foregoing, the parties hereto agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 Agreement 1 Officer’s Certificate 6 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated October 10, 2013, between CIBC Inc. (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2013 between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Trimont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-­C12, Commercial Mortgage Pass-Through Certificates, Series 2013­-C12 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-­1, Class A­-2, Class A­-SB, Class A-­3, Class A-­4, Class X­-A, Class A-­S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-­C, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated October 2, 2013 (the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Acquired Assets 2 Acquired Real Property 2 Administrative Agent 17 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement Dispute 45 Allocation 39 Allocation Methodology 38 Allocation Objection Notice 39 Assigned Contracts 2 Assignment and Assumption Agreement 8 Assumed Liabilities 3 Backup Bidder 19 Bankruptcy Cases. 1 Bankruptcy Code 1 Bankruptcy Court 1 Bidder Approval Date 17 Bidding Procedures Order 1 Canadian Court 1 Canadian Recognition Proceedings 1 Cash Payment. 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 CCAA 1 Chosen Courts 45 Closing 66 7 Closing Date. 7 Closing Date 66 Code Payment. 6 Closing Escrow 8 Closing Statement 11 Closing-Related Costs 11 Conditions Certificate 36 Credit Agreement 17 Cure Costs 3 Dataroom. 14 Debt Commitment Agreement 17 Debtors 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Deposit 6 Designated Purchaser 42 Disputed Amounts 11 DOJ 23 Effect 52 Enforceability Exceptions 25 12 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Liabilities. 3 Escrow Agent 6 Exchange Agent Agreement Excluded Assets 2 Excluded Contract 3 Excluded Environmental Liabilities 4 Excluded Liabilities 4 Express Representations 14 Financing. 17 Foreign Representative 1 FTC 23 Fundamental Representations 34 Guaranteed Obligations 32 Guarantor 1 Independent Accountant 11 Information Presentation 14 Lenders 17 Non-Recourse Party 43 Outside Date. 36 Parties 1 Party 1 Petition Date. 1 Pre-Adjustment Cash Payment 6 Exchange Fund Prorations 10 Purchase Price 6 Exchange Ratio 2 FDIC Purchaser 1 R+L Paramount 17 Revolving Loans 17 Rolling Stock 31 Schedule 12 Federal Reserve Board Schedules 12 Seller 1 Seller Broker 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department Seller Support Obligations 29 Sellers 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx Specified Uses 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax Successful Bidder 19 Tax Return 19 Title Company 8 Transfer Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGER38 Yellow 1

INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 Agreement 1 Officer’s Certificate 7 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Xxxxx Fargo 1 Mortgage Loan Purchase Agreement (“Agreement”), dated March 26, 2014, between CIBC Inc. (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of April 1, 2014, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”), as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and Xxxxx Fargo, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C15, Commercial Mortgage Pass-Through Certificates, Series 2014-C15 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A­1, Class A­2, Class A­SB, Class A­3, Class A­4, Class X­A, Class A­S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X­B, Class X­C, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated March 19, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated March 25, 2014, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 21 Accountant’s Due Diligence Report 15 Affected Loan(s) 19 Agreement 1 Bxxx of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 19 Cure Request 18 Custodian 1 Defective Mortgage Loan 19 Dispute 21 Final Judicial Determination 22 Final Memorandum 1 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 1 Private Certificates 1 Prospectus Supplement 1 Public Certificates 1 Purchaser 1 Repurchase Request 21 Seller 1 Seller Defeasance Rights and Obligations 22 Seller Reporting Information 14 Seller’s Information 14 Special Servicer 1 Trust 1 Trust Advisor 1 Trustee 1 UCC 5 Underwriters 1 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated December 2, 2015, between UBS Real Estate Securities Inc. (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of December 1, 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), Wxxxx Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, UBS Securities LLC and Dxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated and UBS Securities LLC, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated November 18, 2015 (as supplemented by the preliminary private placement memorandum supplements, dated November 25, 2015 and December 2, 2015, respectively, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 21 Mortgagor 1 Affected Loan(s) 19 MOU 27 Agreement 1 Officer’s Certificate 7 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 11 Public Certificates 1 Crossed Mortgage Loans 19 Purchaser 1 Cure Request 18 Repurchase Request 21 Custodian 1 Seller 1 Defective Mortgage Loan 19 Seller Defeasance Rights and Obligations 22 Dispute 21 Seller Parties 1 Final Judicial Determination 22 Seller Reporting Information 14 Final Memorandum 1 Seller’s Information 14 Indemnification Agreement 14 SMC 1 Initial Purchasers 1 Special Servicer 1 Master Servicer 1 Trust 1 Material Breach 18 Trust Advisor 1 Material Document Defect 18 Trustee 1 Mortgage File 3 UCC 5 Mortgage Loan Schedule 2 Underwriters 1 Mortgage Loans 1 Underwriting Agreement 1 Mortgage Note 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated November 19, 2015, between Starwood Mortgage Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of November 1, 2015, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp., Xxxxxx Xxxxxxxx, LLC and SG Americas Securities, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class X-D, Class X-E, Class X-F, Class X-GH, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class V, Class R and Class HMD Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and SG Americas Securities, LLC, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated November 6, 2015 (as supplemented by the preliminary private placement memorandum supplements, dated November 13, 2015 and November 17, 2015, respectively, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Purchaser and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGEReach Seller Party hereby agree as follows:

INDEX OF DEFINED TERMS. The following capitalized terms, when which may be used hereinin more than one Section or other location of this Agreement, shall have are defined in the meanings assigned to them on the page number indicated belowfollowing Sections or other locations: Acquisition Proposal 59 Additional Merger Consideration 8 Affiliate Annex I Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock 12.9(a) Allocation 3.2(a) Amendment Agreement 1.1(e) Another Transaction Annex I Assigned Contracts 1.1(f) Assigned Trademarks 1.1(g) Assumed Liabilities 2.1 Back Royalties 1.1(j) Base Purchase Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 3.1(a) Business Annex I Business Day Annex I Business Employees 5.14(a) Cap 9.5(a)(ii) Cash Payment 3.1(a) CLM 12.14 Closing 66 4.1 Closing Date 66 4.1 Code 1 Annex I Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental 10.3 Confidential Information 10.3 Contemplated Transactions Annex I Contract Annex I Control Annex I Development Agreement 1.1(b) Employee Benefit Plan Annex I Encumbrances Annex I Environmental, Health and Safety Laws 25 Annex I ERISA 19 Annex I ERISA Affiliate Annex I Escrow Amount Annex I Escrow Agent Annex I Escrow Agreement Annex I Escrow Income 3.3(b) Excluded Assets 1.2 Excluded Liabilities 2.2 Expense Reimbursement Amount Annex I FDA Annex I Fraud Annex I [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 of 1934, as amended. Final Allocation 3.2(a) Fundamental Documents Annex I Fundamental Representations Annex I GAAP 11 Annex I Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Annex I Hxxxxx FRC Caption Hxxxxx FRC Indemnified Persons Annex I Hxxxxx FRC Indemnifying Persons Annex I Hxxxxx FRC Losses Annex I Hxxxxx-Paid Q1 RCT Royalties 2.2(b) Hxxxxx-Received Q1 UCB Royalties 1.2 Hazardous Materials Annex I HSR Act Annex I Indemnification Claim 3.3(b)(i) Indemnified Persons Annex I Indemnifying Persons Annex I Independent Accounting Firm 3.2(a) Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Rights Annex I Know-How Annex I Knowledge Annex I Law Annex I Liability Annex I Litigation Agreements 1.1(f) Litigation Expense Annex I Long-Stop Date 11.1(b) Losses Annex I Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Change Annex I Orders Annex I OFAC 5.13 Parties Caption Patents Annex I Permits Annex I Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Annex I Person Annex I Pre-Closing Period 7.1 Proceedings Annex I Product Preamble Purchase Price 3.1(a) Purchased Assets 1.1 Purchased Claims 1.1(j) Purchaser Caption Purchaser Indemnified Persons Annex I Purchaser Indemnifying Persons Annex I Purchaser Losses Annex I Qualifying Unilateral Settlement 9.3(f) Q1 Royalty Adjustment 3.1(b) [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. RCT 1.1(a) RCT License Agreement 1.1(a) Related Documents 8.2(d) Release Date 3.3(b)(iii) Representatives 58 Annex I Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Shareholder Approval Annex I Schedule Supplement 7.4 Shareholder Claims Annex I Shareholder/Purchaser Claim 9.3(b) Survival Date 9.4(c) Tax 19 or Taxes Annex I Tax Return 19 Annex I Taxing Authority Annex I Third Person Claim 9.3 Threshold 9.5(a)(i) Trademark Agreement 1.1(d) Trademarks Annex I Trade Names Annex I Transaction Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real 1.4 Transferred Intellectual Property 26 TCG Regulatory 1.1(g) UCB 1.1(b) UCB License Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred 1.1(c) UCBSA 1.1(b) [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities 60 Voting and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ASSET PURCHASE AGREEMENT, dated as of July 7, 2020, between Hxxxxx FRC Acquisition, LP, a Delaware limited partnership (“Purchaser”), and HXXXXX FRC CORPORATION, a New Jersey corporation (“Hxxxxx FRC,” and, together with Purchaser, the “Parties”).

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 25 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 19 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of October 3, 2012, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2012 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2012-C6, Commercial Mortgage Pass-Through Certificates, Series 2012-C6 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 4, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 27, 2012 (the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. The following termsDEFINED TERMS PAGE ------------- ---- Abatement Event 11 Abatement Notice 11 Additional Rent 2 Adjustment Dates 6 Alterations 9 Applicant Exhibit F Approved Working Drawings Exhibit D Architect Exhibit D Base, when used hereinShell and Core Exhibit D Basic Rental 1 Beneficiary Exhibit F Brokers 1 Claims 12 Code Exhibit D Commencement Date 1 Construction Drawings Exhibit D Contractor Exhibit D Cosmetic Alterations 10 Damage Repair Estimate 16 Direct Costs 2 Eligibility Period 11 Engineers Exhibit D Environmental Laws 23 Estimate 4 Estimate Statement 4 Estimated Direct Costs 4 Event of Default 18 Existing Security Deposit 5 Expiration Date 1 Final Space Plan Exhibit D Final Working Drawings Exhibit D Force Majeure 22 Hazardous Material 23 HVAC System 11 Improvement Allowance Exhibit D Improvement Allowance Items Exhibit D Improvements 1 Landlord 1 Landlord Coordination Fee Exhibit D Lease 1 Lease Year 2 Letter of Credit 6 Operating Costs 3 Parking Passes 1 Permits Exhibit D Permitted Use 1 Premises 1 Project 1 Real Property 2 Representative 22 Review Period 5 Security Deposit 1 Security Deposit Laws 7 Specifications Exhibit D Square Footage 1 Standard Improvement Package Exhibit D Stated Amount 6 Statement 4 Tax Costs 2 Tenant 1 DEFINED TERMS Page ------------- ---- Tenant Improvements 9 Tenant's Agents Exhibit C Tenant's Proportionate Share 1 Term 1 Transfer 15 Transfer Premium 15 Transferee 15 STANDARD MULTI-TENANT INDUSTRIAL LEASE This Standard Multi-Tenant Industrial Lease ("LEASE") is made and entered into as of the 23rd day of February, shall have 2001, by and between ARDEN REALTY FINANCE IV, L.L.C., a Delaware limited liability company ("Landlord"), and PATRIOT SCIENTIFIC CORPORATION, a Delaware corporation ("Tenant"). Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the meanings assigned to them premises described as Suite No. 10989, as designated on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates plan attached hereto and incorporated herein as Exhibit "A" ("Premises"), of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 the project ("Project") now known as Via Frontera Business Park whose address is 10900 Xxx Xxxxxxxx-Xxxxx , Xxx 16 XXX 00 Xxxxx, Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting 00000 xxr the Term and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERupon the terms and conditions hereinafter set forth, and Landlord and Tenant hereby agree as follows:

INDEX OF DEFINED TERMS. Accountants’ Due Diligence Report 13 Issuing Entity 1 Agreement 1 Master Servicer 1 Asset Representations Reviewer 1 Mortgage Loan Schedule 2 Assignments 5 Mortgage Loan Seller Sub-Certification 23 BHC Affiliate 29 Mortgage Loans 1 Xxxx of Sale 2 Mortgage Note 1 Certificate Administrator 1 Mortgagor 1 Certificate Purchase Agreement 1 MOU 26 Certificate Registrar 1 Operating Advisor 1 Certificates 1 Pooling and Servicing Agreement 1 Closing Date 2 Preliminary Memorandum 1 Collateral Information 8 Preliminary Prospectus 1 Covered Party 29 Private Certificates 1 Custodian 1 Prospectus 1 Default Right 29 Public Certificates 1 Defective Loan 14 Purchaser 1 Deleted Mortgage Loan 19 Repurchase Request 20 Depositor 1 Seller 1 Dispute 20 Seller 15Ga-1 Notice 20 Extended Cure Period 17 Seller Reporting Information 11 Final Judicial Determination 21 Seller Successor Borrower Rights 22 Final Memorandum 1 Seller’s Information 11 General Special Servicer 1 Trustee 1 Indemnification Agreement 11 U.S. Special Resolution Regime 29 Initial Cure Period 17 Underwriters 1 Initial Purchasers 1 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated November 8, 2019, between Starwood Mortgage Capital LLC (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Issuing Entity”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of November 1, 2019, between Purchaser, as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), as certificate administrator (in such capacity, the “Certificate Administrator”), as custodian (in such capacity, the “Custodian”), as certificate registrar (in such capacity, the “Certificate Registrar”) and as authenticating agent, LNR Partners, LLC, as general special servicer (the “General Special Servicer”), Situs Holdings, LLC, as ILPT Industrial Portfolio special servicer, Wilmington Trust, National Association, as trustee (the “Trustee”), and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser, the Issuing Entity will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, KeyBanc Capital Markets Inc., Cantor Xxxxxxxxxx & Co. and Xxxxxxx Xxxxxxxx Shank & Co., LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-D, Class X-F, Class X-G, Class X-H, Class D, Class E, Class F, Class G, Class H, Class J-RR, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, KeyBanc Capital Markets Inc., Cantor Xxxxxxxxxx & Co. and Xxxxxxx Xxxxxxxx Shank & Co., LLC, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Preliminary Prospectus dated November 4, 2019 (the “Preliminary Prospectus”) and a Prospectus dated November 13, 2019 (the “Prospectus”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated November 13, 2019 (the “Final Memorandum”) and a preliminary version thereof dated November 4, 2019 (the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 21 Mortgage Loans 1 Affected Loan(s) 19 MOU 26 Agreement 1 Officer’s Certificate 7 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 2 Collateral Information 11 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 21 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 22 Dispute 21 Seller Parties 1 Excluded Mortgage Loan Special Servicer 1 Seller Reporting Information 15 Final Judicial Determination 22 Seller’s Information 14 Final Memorandum 2 SMC 1 Indemnification Agreement 14 Special Servicer 1 Initial Purchasers 1 Trust 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Document Defect 17 UCC 5 Mortgage File 3 Underwriters 1 Mortgage Loan Schedule 2 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated April 10, 2015, between Starwood Mortgage Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of April 1, 2015, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C22, Commercial Mortgage Pass-Through Certificates, Series 2015-C22 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-­B, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated March 30, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated April 6, 2015, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Purchaser and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGEReach Seller Party hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 Agreement 1 Officer’s Certificate 6 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated November 26, 2013, between CIBC Inc. (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of December 1, 2013, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), U.S. Bank National Association, as trustee (the “Trustee”), and Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C13, Commercial Mortgage Pass-Through Certificates, Series 2013-C13 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A­-1, Class A­-2, Class A­-SB, Class A-­3, Class A­-4, Class X-­A, Class A­-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-­C, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated November 18, 2013 (as supplemented by the preliminary private placement memorandum supplement, dated November 25, 2013, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 Agreement 1 Officer’s Certificate 7 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 17 UCC 5 Material Document Defect 17 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated July 30, 2014, between CIBC Inc. (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of August 1, 2014, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), Xxxxx Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Citibank, N.A., as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C17, Commercial Mortgage Pass-Through Certificates, Series 2014-C17 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-­1, Class A­-2, Class A­-SB, Class A­-3, Class A­-4, Class A-5, Class X­-A, Class A­-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X­-B, Class X-­C, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 23, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated July 28, 2014, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 25 Agreement 1 Officer’s Certificate 6 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 20 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Xxxxx Fargo 1 Mortgage Loan Purchase Agreement (“Agreement”), dated March 26, 2014, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of April 1, 2014, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”), as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and Xxxxx Fargo, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C15, Commercial Mortgage Pass-Through Certificates, Series 2014-C15 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X­-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated March 19, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated March 25, 2014, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 00 Xxxxx Xxxxxx Xxxxxxxx 1 1st Extension Term 70 00 Xxxxx Xxxxxx Xxxxxxxx 1 20 South Xxxxxx HVAC System 28 2nd Extension Term 70 30 South Xxxxxx Building 1 Additional Exterior Building Signage 64 Additional Insured 37 Additional Rent 10 Adverse Event 70 Affiliates 43 Alterations 33 Amended Support Space Supplement 86 Amortization Rate 17 Antenna Site 83 Antennas 83 Asbestos Delay 59 Audit Claim 21 Audit Notice 20 Audit Right 20 Available for leasing 00 Xxxxxxxxx XXXX Xxxx 00 Base Building 4 Base Rent 2 Bathroom Work 88 Billing Address 3 BOMA Standard 2 Brokers 3 Building 1 Building Standard 7 Building Structure 4 Business Hours 3 Capital Items 13 Claims 42 CME 63 Code 27 Common Areas 4 Comparable Market 73 Construction Allowance 3 Contraction Notice 73 Contraction Payment 73 Contraction Right 73 Contraction Space 73 Cost-Saving Expenses 12 Current Leases 86 Declaration 53 Default 54 Default Rate 58 Delivery Condition 10 Delivery Deadline 9 Design Problem 34 Desk Space User 46 Determination Date 71 Determination Notice 71 Dining Facility 23 Emergency Repairs 61 Enforcement Costs 57 Estimated Additional Merger Consideration Rent 18 Exclusive Freight Elevator 7 Execution Date 1 Existing 20 South Lease 85 Existing Lease 85 Expenses 11 Expiration Date 2 Extension Option 70 Extension Term 70 Exterior Building Signage 63 Exterior Building Signage Threshold 63 Fair Market Rent 57 First Offer Right 77 Force Majeure 59 Fuels 81 Generator 81 Generator Space 81 Ground Floor Retail Signage 64 Hazardous Materials 25 Holdover 8 HVAC 26 HVAC Connection Work 28 Indemnified Party Notice 44 Initial Construction Allowance 3 Initial Premises 1 Interruption of Landlord Provided Services 31 Interruption Period Estimate 40 Kiosk 85 Land 4 Landlord 1 Landlord Provided Services 31 Landlord’s Damages 57 Later Tenant Work 86 Lease 1 Leasehold Improvements 5 Lessor 52 Liability Limit 3 Mandated Expenses 12 Market Rent 72 Material Non-monetary Default 69 Maximum Connected Load 27 Mechanical Systems 4 Month 8 Mortgage 52 Mortgagee 52 New Lease Date 8 Non-Disturbance Agreement 53 Non-Fixed Term Storage Space 4 Notice 63 Notice Addresses 3 Notice of Repair or Lack of Service 60 Objection 18 Offer Notice 78 Offer Period 78 Office Space 1 Article III Operator 76 Option Cancellation Notice 79 Outside Offer Date 79 Permitted Sublease 48 Permitted Transferee 47 Plans 33 Premises 1 Primary Use 23 Prime Rate 17 Privileges 76 Prohibited Signage Entity 64 Project 4 Qualified Arbitrator 71 Qualified Audit Arbitrator 22 Reasonable attorneys’ fees 57 Refrigerated Waste Facility 26 Reletting Expenses 58 Relocation Date 5 Remainder Rent 57 Rent 19 Repair Estimate 40 Repair Estimate Period 40 Repossession Expenses 58 Required Removal Items 8 Reserved Xxxxxxx 00 XXXX Xxxx 00 XXXX Xxxx Availability Date 78 ROFO Area Commencement Date 79 Roof 83 RSF 1 Rules and Regulations 1 Scheduled Commencement Date 2 Scheduled Term 2 Second Construction Allowance 3 Secured Access Space 1 Secured Access Space Interior Signage 66 Secured Areas 33 Security Deposit 3 Self Help Notice 61 Self Help Rights 59 Set Off Notice 62 Standard 11 Article IV Standard Services 25 Storage Space 82 Storage Space Agreement 4 Substantial Completion 10 Superior Lease 52 Supplemental HVAC System 28 Swing Space 75 Swing Space Additional Charges 76 Swing Space Return Date 76 Taking 45 Tank 82 Taxes 10 Telecommunication Services 30 Average MB Common Stock Price 4 Bank Merger Tenant 1 Tenant Delay 10 Tenant Exclusive Telecom Closets 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration Tenant Provided Services 31 Tenant’s Auditor 20 Tenant’s Personal Property 7 Tenant’s Share 2 Base Merger Consideration Value 4 BHC Act 11 BookTenant’s Wiring 31 Tenant’s Work 33 Term 8 Third-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal Party Exterior Building Signage 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Trading Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support Agreement 28 Transaction Costs 51 Transfer 46 Unamortized Contraction Cost 73 Untenantable 31 Use 2 USF 1 vi AGREEMENT AND PLAN OF MERGERVisitor’s Center 5 Visitor’s Center Signage 65 Voiding Notice 40

INDEX OF DEFINED TERMS. 15Ga-1 Notice 22 Master Servicer 1 Accountants' Due Diligence Report 16 Material Breach 18 Affected Loan(s) 20 Material Document Defect 18 Agreement 1 Mortgage File 3 Asset Representations Reviewer 1 Mortgage Loan Schedule 2 Authenticating Agent 1 Mortgage Loans 1 Bank of America Lender Successor Borrower Right 23 MOU 28 Xxxx of Sale 2 Officer's Certificate 7 Certificate Administrator 1 Operating Advisor 1 Certificate Purchase Agreement 1 Other Mortgage Loans 1 Certificate Registrar 1 Pooling and Servicing Agreement 1 Certificates 1 Preliminary Memorandum 1 Closing Date 2 Preliminary Prospectus 1 Collateral Information 11 Private Certificates 1 Crossed Mortgage Loans 20 Prospectus 1 Cure Request 18 Public Certificates 1 Custodian 1 Purchaser 1 Defective Mortgage Loan 19 Repurchase Request 22 Dispute 22 Seller 1 Final Judicial Determination 23 Seller Reporting Information 14 Final Memorandum 1 Seller's Information 14 Form 15G 17 Special Servicer 1 Indemnification Agreement 14 Trustee 1 Initial Purchasers 1 UCC 5 Issuing Entity 1 Underwriters 1 Loss of Value Payment 19 Underwriting Agreement 1 Mortgage Loan Purchase Agreement ("Agreement"), dated [DATE, between [SPONSOR] ("Seller") and [PURCHASER] ("Purchaser"). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") and evidenced by the related note or other evidence of indebtedness (each a "Mortgage Note") evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a "Mortgagor"), as described herein. Purchaser will convey the Mortgage Loans to a trust (the "Issuing Entity") created pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as of [DATE], between Purchaser, as depositor, [MASTER SERVICER], as master servicer (the "Master Servicer"), [SPECIAL SERVICER], as special servicer (the "Special Servicer"), [OPERATING ADVISOR], as operating advisor (the "Operating Advisor"), [TRUSTEE], as trustee (the "Trustee"), [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer (the "Asset Representations Reviewer"), [CERTIFICATE ADMINISTRATOR], as certificate administrator (the "Certificate Administrator"), [CUSTODIAN], as custodian (the "Custodian"), [CERTIFICATE REGISTRAR], as certificate registrar (the "Certificate Registrar"), and [AUTHENTICATING AGENT], as authenticating agency (the "Authenticating Agent"). In exchange for the Mortgage Loans, certain other mortgage loans to be purchased by Purchaser (collectively the "Other Mortgage Loans") and, in the case of the [SPECIFIC LOAN], the [LOAN SPECIFIC] Trust B Note, the Issuing Entity will issue to the Depositor pass-through certificates to be known as [CERTIFICATE CAPTION] (the "Certificates"). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class [PUBLICLY OFFERED CLASSES] Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the "Public Certificates") will be sold by Purchaser to [UNDERWRITERS], as underwriters (in such capacities, the "Underwriters"), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated as of the date hereof (the "Underwriting Agreement"), and the Class [PRIVATELY OFFERED CLASSES] Certificates (the "Private Certificates") will be sold by Purchaser to [INITIAL PURCHASERS], as initial purchasers (in such capacities, the "Initial Purchasers") pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of the date hereof (the "Certificate Purchase Agreement"). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Preliminary Prospectus dated [DATE] (the "Preliminary Prospectus") and a Prospectus dated [DATE] (the "Prospectus"), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the "Final Memorandum") and a preliminary version thereof dated [DATE] (as supplemented by the preliminary private placement memorandum supplement, dated [DATE], the "Preliminary Memorandum"). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Accountants’ Due Diligence Report 13 Issuing Entity 1 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger Master Servicer 1 Asset Representations Reviewer 1 Mortgage Loan Schedule 2 Assignments 5 Bank Merger Mortgage Loans 1 BHC Affiliate 29 Mortgage Note 1 Xxxx of Sale 2 Mortgagor 1 Certificate Xxxxxxxxxxxxx 0 XXX 00 Certificate Purchase Agreement 6 Bank Merger 1 Operating Advisor 1 Certificate Registrar 1 Pooling and Servicing Agreement 1 Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 1 Preliminary Memorandum 2 Closing 66 Closing Date 66 Code 2 Preliminary Prospectus 1 Confidentiality Collateral Information 8 Private Certificates 1 Covered Party 29 Prospectus 1 Custodian 1 Public Certificates 1 Default Right 29 Purchaser 1 Defective Loan 14 Repurchase Request 20 Deleted Mortgage Loan 19 Seller 1 Depositor 1 Seller 15Ga-1 Notice 20 Dispute 20 Seller Defeasance Rights and Obligations 22 Extended Cure Period 17 Seller Reporting Information 11 Final Judicial Determination 21 Seller’s Information 11 Final Memorandum 2 Special Servicer 1 ILPT Industrial Portfolio Special Servicer 1 Trustee 1 Indemnification Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 11 U.S. Special Resolution Regime 29 Initial Cure Period 17 Underwriters 1 DGCL Initial Purchasers 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support Underwriting Agreement 1 vi AGREEMENT AND PLAN OF MERGERMortgage Loan Purchase Agreement (this “Agreement”), dated November 8, 2019, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”).

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 15Ga-1 Notice 20 Accountant’s Due Diligence Report 15 Affected Loan(s) 18 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Xxxx of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 6 Bank Merger 1 Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 1 Closing Date 66 Code 2 Collateral Information 11 Crossed Mortgage Loans 18 Cure Request 17 Custodian 1 Confidentiality Defective Mortgage Loan 18 Dispute 20 Final Judicial Determination 21 Final Memorandum 1 Indemnification Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 13 Initial Purchasers 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department Master Servicer 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger Mortgage Note 1 Merger Consideration 2 Merger Consideration Value 4 MGCL Mortgagor 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances MOU 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation Officer’s Certificate 7 Other Mortgage Loans 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting Pooling and Support Servicing Agreement 1 vi AGREEMENT AND PLAN OF MERGERPreliminary Memorandum 1 Private Certificates 1 Prospectus Supplement 1 Public Certificates 1 Purchaser 1 Repurchase Request 20 Seller 1 Seller Defeasance Rights and Obligations 22 Seller Reporting Information 14 Seller’s Information 13 Special Servicer 1 Trust 1 Trust Advisor 1 Trustee 1 UCC 5 Underwriters 1 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated October 28, 2015, between CIBC Inc. (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of November 1, 2015, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), excluded special servicer (in such capacity, the “Excluded Special Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, LNR Partners, LLC, as general special servicer (the “General Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C26, Commercial Mortgage Pass-Through Certificates, Series 2015-C26 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 22 Mortgage Loan Schedule 2 Affected Loan(s) 20 Mortgage Loans 1 Agreement 1 MOU 28 Xxxx of Sale 2 Officer’s Certificate 8 Certificate Administrator 1 Other Mortgage Loans 1 Certificate Purchase Agreement 1 Pooling and Servicing Agreement 1 Certificates 1 Preliminary Memorandum 2 Closing Date 2 Private Certificates 1 Collateral Information 12 Prospectus Supplement 2 Crossed Mortgage Loans 19 Public Certificates 1 Cure Request 18 Purchaser 1 Custodian 1 Repurchase Request 22 Defective Mortgage Loan 19 Seller 1 Dispute 22 Seller Defeasance Rights and Obligations 24 Excluded Mortgage Loan Special Servicer. 1 Seller Reporting Information 15 Final Judicial Determination 23 Seller’s Information 15 Final Memorandum 2 Special Servicer 1 Indemnification Agreement 15 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 18 UCC 6 Material Document Defect 18 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated April 10, 2015, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of April 1, 2015, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C22, Commercial Mortgage Pass-Through Certificates, Series 2015-C22 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-­B, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated March 30, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated April 6, 2015, the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 15Ga-1 Notice 21 Accountant’s Due Diligence Report 16 Affected Loan(s) 19 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger of America Lender Successor Borrower Right 22 Xxxx of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 6 Bank Merger 1 Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 1 Closing Date 66 Code 2 Collateral Information 11 Crossed Mortgage Loans 18 Cure Request 17 Custodian 1 Confidentiality Defective Mortgage Loan 18 Dispute 21 Final Judicial Determination 21 Final Memorandum 2 Indemnification Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 14 Initial Purchasers 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department Master Servicer 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock Mortgage Note 1 Mortgagor 1 MOU 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger Officer’s Certificate 7 Other Mortgage Loans 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting Pooling and Support Servicing Agreement 1 vi AGREEMENT AND PLAN OF MERGERPreliminary Memorandum 2 Private Certificates 1 Prospectus Supplement 2 Public Certificates 1 Purchaser 1 Repurchase Request 21 Seller 1 Seller Reporting Information 14 Seller’s Information 14 Special Servicer 1 Trust 1 Trust Advisor 1 Trustee 1 UCC 5 Underwriters 1 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated October 28, 0000, xxxxxxx Xxxx xx Xxxxxxx, National Association (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of November 1, 2015, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), excluded special servicer (in such capacity, the “Excluded Special Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, LNR Partners, LLC, as general special servicer (the “General Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C26, Commercial Mortgage Pass-Through Certificates, Series 2015-C26 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement.

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: 2008 Plan 72 Accounts Receivable 33 Acquisition Proposal 59 Additional Merger Consideration 8 68 Acquisition Subsidiary 1 Action 42 Adjustment Amount 14 Adverse Recommendation Change 67 Affiliate 89 Agents 67 Agreement 1 Article III Standard 11 Article IV Standard Annual Financial Statements 24 Antitrust Filings 65 Assets 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares Auditor 13 Balance Sheet 25 BIS 56 Business Day 3 Cancellation Agreements 7 Cap 84 Certificate 2 Certificates of Merger 2 Certificates 5 Closing 66 2 Closing Balance Sheet 11 Closing Date 3 Closing Indebtedness 11 Closing Net Taxes Payable 11 Closing Net Working Capital 11 Closing Statement of Indebtedness 11 Code 27 Common Stock 4 Common Stock Exchange Amount 4 Company 1 Company Development Tools 37 Company Entities 46 Company Hardware Products 37 Company Indemnified Person 18 Company Indemnified Persons 18 Company Intellectual Property 36 Company Intellectual Property Agreement 36 Company Material Adverse Effect 63 Company Options 5 Company Organizational Documents 20 Company Recommendation 66 Code 1 Company Software Products 37 Company Subsidiary Securities 22 Company Transaction Expenses 17 Company Warrants 6 Confidentiality Agreement 49 64 Contract 35 Contracts 35 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 72 Current Assets 9 Current Liabilities 10 DDTC 56 Defense Notice 81 Determination Date 13 DGCL 1 2 DISC Subsidiary 29 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 5 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 Claim 48 Environmental Law 47 Environmental Property 46 ERISA 19 Exchange Act 16 Affiliates 50 Escrow Account 15 Escrow Agreement 6 Escrow Amount 3 Estimated Closing Net Working Capital 10 Estimated Company Transaction Expenses 17 Estimated Excess Net Taxes Payable 11 Estimated Indebtedness 10 Estimated Net Taxes Payable 10 Estimated Working Capital Adjustment Amount 11 Exchange Agent 6 8 Exchange Agent Agreement 6 8 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 8 Final Closing Indebtedness 13 Final Closing Net Taxes Payable 13 Final Closing Net Working Capital 13 Final Excess Net Taxes Payable 13 Financial Statements 24 GAAP 11 Good Faith Statement 10 Government 7 Government Contracts 57 Governmental Entity Authorization 45 Hazardous Materials 47 HSR Act 65 Income Tax 30 Indebtedness 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Indebtedness Adjustment Amount 14 Indemnification Threshold 84 Indemnified Losses 78 Indemnified Party 81 Indemnifying Party 81 Information Statement 76 Initial Cash Merger Consideration 3 Initial Merger Consideration 4 Intellectual Property 26 36 Interim Financials 25 IRS 18 Joint Proxy Statement 15 7 ITAR 56 Law 45 Leased Real Property 31 Letter of Transmittal 7 1 Licensed Company Intellectual Property 36 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 22 Losses 78 Merger 1 Merger Consideration 3 Net Taxes Payable 10 Net Taxes Payable Adjustment Amount 14 Net Working Capital 9 Non-Competition Agreements 2 Merger Consideration Value 4 MGCL Non-Qualified Deferred Compensation Plans 15 Non-U.S. Benefit Plan 51 OFAC 56 off-balance sheet arrangements 25 Option Cancellation Agreements 5 Option Replacement Payments 17 Order 42 Ordinary Course of Business 26 Owned Company Intellectual Property 36 Parent 1 Multiemployer Parent Indemnified Persons 78 Parties 1 Party 1 Payment Event 90 Percentage 79 Permits 45 Person 89 Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 51 Plans 51 Pre-Closing Period Income Tax Returns 76 Pre-Closing Tax Period 76 Pre-Closing Taxes 79 Pre-Closing Transaction Deductions 77 Property 30 Public Software 37 Real Property Leases 31 Release 47 Remaining Escrow Amount 16 Representative 18 Representative Expenses 19 Representative Holdback 16 Requisite Stockholder Approval 24 Restricted Share 6 Restricted Share Purchase Agreements 23 Scheduled Company Intellectual Property 38 Scheduled Indemnity Matters 79 Scheduled Indemnity Matters Confidential Information 83 Securities Act 25 Securityholders 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Securityholders Indemnified Persons 81 Share 22 Shares 22 Software 38 Spreadsheet 69 Statement 7 Stockholders 1 Straddle Period 76 Straddle Period Income Tax Returns 76 Subsidiary 12 22 Superior Proposal 64 69 Surviving Corporation 1 Company 2 Surviving Company Organizational Documents 17 Tail Policy 18 Takeover Statutes 27 Statute 58 Target Net Taxes Payable 11 Target Net Working Capital 11 Tax 19 30 Tax Assets 10 Tax Liabilities 10 Tax Return 19 30 Tax Returns 30 Taxes 19 TCG 29 Termination Fee 89 Third Party 69 Third Party Intellectual Property Agreement 37 Third Party Subleases 31 Third Person 81 Third Person Claim 82 Trade Secrets 36 Transaction Documents 63 Underfunded Liabilities 15 Working Capital Adjustment Amount 14 ARTICLE 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common THE MERGER 2 1.1 Merger and Effect of Merger 2 1.2 Method of Effecting Merger; Closing 2 1.3 Conversion of Acquisition Subsidiary Capital Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock 3 1.4 Merger Consideration 3 TCG Series B Preferred Stock 1.5 Effect on Shares 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGER1.6 Stockholders’ Rights upon Merger 5

INDEX OF DEFINED TERMS. The following termsAcquiring Person 3 Original Rights Agreement 2 Affiliate 3 Person 5 Approved Acquisition 4, when used herein2 Preferred Stock 5 Associate 3 Principal Party 22 Authorized Officer 28 Purchase Price 10 Beneficial Owner 4 Record Date 2, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Beneficial Ownership 4 Redemption Date 10 Beneficially Own 4 Redemption Price 31 Book Entry 4 Requesting Person 35 Business Day 4 Right 2, 1 Close of Business 4 Right Certificates 3 Code 4 Rights Agent 1 Common Stock Price 4 Bank Merger 5 Bank Merger Rights Agreement 2, 1 Common Stock Equivalents 15 Second A&R Rights Agreement 2 Company 2 Section 11(a)(ii) Trigger Date 15 Company 382 Securities 4 Section 382 6 Bank Merger Certificates Current Value 15 Securities Act 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Distribution Date 1 Security 17 Equivalent Preferred Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 16 Spread 15 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 4 Stock Acquisition Date 6 Exchange Ratio 32 Subsidiary 6 Exempted Person 4 Substitution Period 15 Exemption Request 35 Summary of Rights 7 Expiration Date 10 Tax Benefits 6 Final Expiration Date 5 Third A&R Rights Agreement 2 FDIC 12 Federal Reserve Board First A&R Rights Agreement 2 Threshold Holder 6 Grandfathered Person 5 Trading Day 17 Invalidation Time 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Treasury Regulations 6 NOLs 2 Trust 32 NYSE 5 Trust Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 32 This Fifth Amended and Restated Section 382 Rights Agreement, dated as of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common November 10, 2023 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement” or this “Agreement”) between CNO Financial Group, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, successor to American Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Transfer & Trust Account Common Shares 3 Trust Preferred Securities 60 Voting Company, LLC, as rights agent (the “Rights Agent”), amends and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERrestates, effective as of November 13, 2023, that certain Fourth Amended and Restated Section 382 Rights Agreement, dated as of November 12, 2020 (the “Fourth A&R Rights Agreement”) between the Company and the Rights Agent, which amended and restated that certain Third Amended and Restated Section 382 Rights Agreement, dated as of October 3, 2017 (the “Third A&R Rights Agreement”) between the Company and the Rights Agent, which amended and restated that certain Second Amended and Restated Section 382 Rights Agreement, dated as of November 13, 2014 (the “Second A&R Rights Agreement”) between the Company and the Rights Agent, which amended and restated that certain Xxxxxxx and Restated Section 382 Rights Agreement, dated as of December 6, 2011 (the “First A&R Rights Agreement”), which amended and restated that certain Section 382 Rights Agreement, dated as of January 20, 2009 (the “Original Rights Agreement”), between the Company and the Rights Agent.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 Mortgage Loans 1 Affected Loan(s) 18 MOU 26 Agreement 1 Officer’s Certificate 6 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 18 Purchaser 1 Cure Request 17 Repurchase Request 20 Custodian 1 Seller 1 Defective Mortgage Loan 18 Seller Defeasance Rights and Obligations 21 Dispute 20 Seller Reporting Information 14 Final Judicial Determination 21 Seller’s Information 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 16 UCC 5 Material Document Defect 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated October 10, 2013, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2013, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”), and Trimont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C12, Commercial Mortgage Pass-Through Certificates, Series 2013-C12 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and CIBC World Markets Corp. (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-C, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated October 2, 2013 (the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 20 Mortgage File 3 Affected Loan(s) 18 Mortgage Loan Schedule 2 Agreement 1 Mortgage Loans 1 Bank of America Lender Successor MOU 26 Borrower Right 21 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 10 Public Certificates 1 Crossed Mortgage Loans 17 Purchaser 1 Cure Request 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 17 Seller Reporting Information 14 Dispute 20 Seller’s Information 13 Final Judicial Determination 20 Special Servicer 1 Final Memorandum 1 Trust 1 Indemnification Agreement 13 Trust Advisor 1 Initial Purchasers 1 Trustee 1 Master Servicer 1 UCC 5 Material Breach 16 Underwriters 1 Material Document Defect 16 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of October 3, 2012, between Bank of America, National Association (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2012 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2012-C6, Commercial Mortgage Pass-Through Certificates, Series 2012-C6 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class PST and Class C Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 4, 2012, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 27, 2012 (the “Preliminary Memorandum”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows:

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement Adjusted Actual Rent - Sch. II 9 Lender 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agent 1 Licenses 34 Anti-Money Laundering Laws 21 Lists 20 Anti-Money Laundering Measures 21 Master Lease 1 Anti-Terrorism Laws 20 Monthly Effective Rent - Sch. II 9 Assignment Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Monthly Reports 22 TCG Restricted Stock Award Bankruptcy Party 40 Net Operating Income - Sch. II 9 Borrower 1 Note 1 Borrower Anti-Terrorism Policies 31 Occupancy 33 Borrower's Equity - Sch. 2.1 4 OFAC 20 BSA 21 OFAC Laws and Regulations 20 Charges 26 Operating Agreement 15 Collateral 7 Other Lists 20 CON 34 Permitted Debt 28 Defeasance 5 TCG Series A Preferred Stock Prepayment Premium 3 Defeasance Deposit 7 Project 1 Designated Person 20 Properties 1 Executive Orders 20 Property 1 Expenses - Sch. II 9 Release Date 5 FIRREA - Sch. 2.1 5 Rent Proceeds 29 fiscal month 22 Revenue - Sch. II 9 Funding Amount 2 TCG Series A Preferred Stock Merger Consideration Scheduled Defeasance Payments 6 GECC 1 SDN List 20 Guarantor 1 Secondary Market Transactions 32 Healthcare Laws 33 Security Agreement 5 HIPAA 33 State Regulator 30 HIPAA Compliance Date 34 Successor Borrower 6 HIPAA Compliance Plan 34 Tax Impound 12 HIPAA Compliant 34 Taxes 12 Improvements 1 Terrorism 8 Incorporation Documents 15 Third-Party Payor Programs 36 Interest Holder Agreement 30 Title Policy - Sch. 2.1 2 Interest Rate 2 U.S. Obligations 7 Investor Anti-Terrorism Policies 31 U.S. Publicly-Traded Entity 21 Leases - Sch. 2.1 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting Yield Maintenance Amount 7 This Loan Agreement is entered into as of December 1, 2005, among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, "GECC" and Support in its capacity as agent for the Lenders, together with its successors, "Agent"), the financial institutions other than GECC who are or hereafter become parties to this Agreement 1 vi AGREEMENT AND PLAN OF MERGER(together with GECC collectively, or individually, as the context may require, "Lender"), and EMERITUS PROPERTIES-ARKANSAS, LLC, a Delaware limited liability company ("Borrower").

INDEX OF DEFINED TERMS. The following terms, when used herein, shall have the meanings assigned to them on the page number indicated below: Acquired Partnership 1 Acquired Partnership GP 1 Acquisition Proposal 59 Additional Merger Consideration 8 20 Adjusted UARs 26 affiliate 34 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger Board 1 Business Day 3 Closing 3 Closing Date 3 Code 2 Combined Pro Forma Information 17 Communication Package 13 Confidential Purchaser Disclosure Schedule 6 Consent Solicitation Documents 18 Consolidated Persons 7 Contract 8 Contributed Interests 8 CVI Agreement 22 CVIs 3 Dissolution Transactions 21 Distribution 21 Effect 5 Bank Merger Equity Incentive Plan 23 Exchange Act 34 Exchange Agent 21 Exchange Agreement 22 Fund Holdings LPA 22 GAAP 5 Governmental Entity 5 Group Partnerships 1 Holdings 1 HSR Act 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Independent Directors 1 Interim Financial Statements 8 Investment Company Act 11 BookInvestment Partnership LPA 3 June 30 Financial Statements 9 KKR Funds 7 KKR Group 8 Liability 3 Liens 2 Limited Partner Interests 1 Lock-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Up Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 22 Losses 27 Management Services Agreement 55 Maryland Department 1 Holdings LPA 22 Material Adverse Effect 4 Non-Compete Agreements 22 NYSE 8 Outside Date 32 Participant 13 Permits 11 Materially Burdensome Regulatory Condition 51 MB Permitted Liens 6 person 34 Press Release 13 Proceedings 27 Purchase and Sale 3 Purchaser 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Purchaser Common Stock Units 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Purchaser Enhanced Arrangement 13 Purchaser GP Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 22 Purchaser LPA 22 Registration Statement 15 Requisite Unitholder Consent 18 Restructuring Transactions 20 SEC 8 Securities Act 9 Segment Pro Forma Information 17 Seller 1 Merger Consideration Seller Common Units 2 Merger Consideration Value Seller GP 1 Seller Limited Partnership Agreement 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances Seller Recommendation 18 Seller UAR 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Services Agreement 21 Specified Percentage 59 SRO 15 Subsidiary Information 17 Tax Receivables Agreement 22 Taxes 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting This PURCHASE AND SALE AGREEMENT, dated as of July 27, 2008 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERamong (1) KKR & Co. L.P., a Delaware limited partnership (the “Purchaser”), acting through KKR Management LLC, a Delaware limited liability company (the “Purchaser GP”) in its capacity as the general partner of the Purchaser, (2) KKR Private Equity Investors, L.P., a Guernsey limited partnership (the “Seller”), acting through KKR Guernsey GP Limited, a Guernsey company limited by shares (the “Seller GP”) in its capacity as the general partner of the Seller, (3) KKR PEI Associates, L.P., a Guernsey limited partnership (the “Acquired Partnership GP”), acting in its capacity as the general partner of KKR PEI Investments, L.P., a Guernsey limited partnership (the “Acquired Partnership”), and acting through KKR PEI GP Limited, a Guernsey company limited by shares in its capacity as general partner of the Acquired Partnership GP (solely for purposes of Section 1.4), (4) KKR Holdings L.P., a Cayman Islands exempted limited partnership (“Holdings”), acting through KKR Holdings GP Limited in its capacity as general partner of Holdings (solely for purposes of Section 4, Section 5.5, Section 5.13(b) and Section 9.10), (5) KKR Management Holdings L.P., a Delaware limited partnership, acting through KKR Management Holdings Corp. in its capacity as the general partner of KKR Management Holdings L.P. (solely for purposes of Section 6) and (6) KKR Fund Holdings L.P., a Cayman Islands exempted limited partnership, acting through KKR Management LLC in its capacity as the general partner of the general partner of KKR Fund Holdings L.P. (solely for purposes of Section 6) (KKR Management Holdings L.P. and KKR Fund Holdings L.P. are sometimes collectively referred to herein as the “Group Partnerships”).

INDEX OF DEFINED TERMS. 15Ga-1 Notice 28 Accountant's Due Diligence Report 19 Affected Loan(s) 25 Agreement 1 Xxxx of Sale 3 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 3 Collateral Information 14 Crossed Mortgage Loans 25 Cure Request 23 Custodian 1 Defective Mortgage Loan 25 Dispute 28 Final Judicial Determination 30 Indemnification Agreement 17 Initial Purchasers 1 Master Servicer 1 Material Breach 23 Material Document Defect 23 Mortgage File 5 Mortgage Loan Schedule 3 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 36 Officer’s Certificate 9 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary PPM 2 Private Certificates 1 Prospectus Supplement 1 Public Certificates 1 Purchaser 1 Repurchase Request 28 Seller 1 Seller Defeasance Rights and Obligations 30 Seller Reporting Information 17 Seller’s Information 17 Special Servicer 1 Trust 1 Trust Advisor 1 Trustee 1 UCC 7 Underwriters 1 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated October 7, 2015, between Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Banc of America Xxxxxxx Xxxxx Commercial Mortgage Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2015, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, and Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C25, Commercial Mortgage Pass-Through Certificates, Series 2015-C25 (the “Certificates”). The following terms, when Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein, herein but not defined herein shall have the meanings assigned to them on in the page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C and Class D Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Bank Merger 5 of America, National Association and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, between Purchaser, Bank Merger Agreement 6 Bank Merger of America, National Association and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC for sale publicly pursuant to a Prospectus dated October 7, 2015, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final PPM”) and a preliminary version thereof dated September 28, 2015 (as supplemented by the preliminary private placement memorandum supplements, dated October 1, 2015 and October 5, 2015, the “Preliminary PPM”). In consideration of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting the mutual agreements contained herein, Seller and Support Agreement 1 vi AGREEMENT AND PLAN OF MERGERPurchaser hereby agree as follows: