Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. (i) Except as set forth in the Limestone Disclosure Schedule listed under Section 5.01(j)(i), neither Limestone nor any of its Subsidiaries is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no such contract or agreement is presently being negotiated or discussed: (A) any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 in any one case or $250,000 in the aggregate in any period of 12 consecutive months; (B) any contract relating to any direct or indirect indebtedness of Limestone or any of its Subsidiaries for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 in any one case or $250,000 in the aggregate in any period of 12 consecutive months; (C) any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone or any of its Subsidiaries; (D) any contract containing covenants limiting the freedom of Limestone or any of its Subsidiaries to compete in any line of business or with any Person or in any area or territory; (E) any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of Limestone’s or any of its Subsidiaries’ current or former directors, officers, employees or consultants; (G) any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement; (H) any contract with any insider of Limestone or any of its Subsidiaries or any arrangement under which Limestone or any of its Subsidiaries has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB); (I) any contract, whether exclusive or otherwise, with any sales agent, franchisee or distributor acting for and on behalf of Limestone and its Subsidiaries; (J) other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this Agreement; (K) any contract that requires the payment of royalties; (L) any contract pursuant to which Limestone or any of its Subsidiaries has any obligation to share revenues or profits derived from Limestone or any of its Subsidiaries with any other Person; (M) any contract between (i) Limestone or any of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone or any of its Subsidiaries, on the other hand, and (ii) Limestone or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate of any director or executive officer of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone or any of its Subsidiaries, on the other hand; and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j) involving money or property and having an obligation in excess of $50,000 in the aggregate in any period of 12 consecutive months and which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone Vision Bancshares Disclosure Schedule listed under Section 5.01(j)(i)Schedule, neither Limestone Vision Bancshares nor any of its Subsidiaries is a party to or is bound by any contract or agreement (whether written or verbal) Contract of the following types as of the date of this Agreement, and no nor is any such contract or agreement is Contract presently being negotiated or discussed: (A) any contract Any Contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 25,000 in any one case or $250,000 50,000 in the aggregate in any period of 12 consecutive months; (B) any contract Any Contract relating to any direct or indirect indebtedness of Limestone Vision Bancshares or any of its Subsidiaries for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of on which others rely in extending credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contractsContracts, chattel mortgages, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 25,000 in any one case or $250,000 50,000 in the aggregate in any period of 12 consecutive months; (C) any Any employment, severance, consulting or management services contract Contract or any confidentiality or nondisclosure contract proprietary rights Contract with any directorDirector, officerOfficer, employee Employee or consultant Consultant of Limestone Vision Bancshares or any of its Subsidiaries; (D) any contract Any Contract containing covenants limiting the freedom of Limestone Vision Bancshares or any of its Subsidiaries to compete in any line of business or with any Person or in any area or territory; (E) any Any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any Any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of Limestone’s Vision Bancshares’ or any of its Subsidiaries’ current or former directorsDirectors, officersOfficers, employees Employees or consultantsConsultants; (G) any Any license agreement, either as licensor or licensee, or any other contract Contract of any type relating to any intellectual propertyIntellectual Property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreementagreement or where the aggregate purchase price for a software license agreement is less than $50,000; (H) any contract Any Contract with any insider Director, Officer, Employee or Consultant of Limestone Vision Bancshares or any of its Subsidiaries or any Associate of any such Director, Officer, Employee or Consultant, or any arrangement under which Limestone Vision Bancshares or any of its Subsidiaries has advanced or loaned any amount to any of their respective insiders Directors, Officers, Employees and Consultants or immediate family member any of any insider (the terms “insider” and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB)their respective Associates; (I) any contractAny Contract, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for involving money or property and on behalf having an obligation in excess of Limestone and its Subsidiaries$25,000 in any one case or $50,000 in the aggregate in a period of 12 consecutive months; (J) other Other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract Contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone Vision Bancshares or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this Agreement; (K) any contract Any Contract that requires the payment of royalties; (L) Any Contract under which the consequences of a breach, violation or default would reasonably be expected to have a Material Adverse Effect on the business of Vision Bancshares or any contract of its Subsidiaries as presently conducted; (M) Any Contract pursuant to which Limestone Vision Bancshares or any of its Subsidiaries has any obligation to share revenues or profits derived from Limestone Vision Bancshares or any of its Subsidiaries with any other Person; (MN) any contract Any Contract between (i) Limestone Vision Bancshares or any of its Subsidiaries, on the one hand, and any officerOfficer, directorDirector, employee Employee or consultant Consultant of Limestone Vision Bancshares or any of its Subsidiaries, on the other hand, and (ii) Limestone Vision Bancshares or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate Related Person of any director Director, Officer, Employee or executive officer Consultant of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone Vision Bancshares or any of its Subsidiaries, on the other hand; andhand (collectively, “Affiliate Agreements”); (NO) any contract Any Contract that is a “material contract” (as defined in within the meaning of Item 601(b)(10) 601 of SEC Regulation S-K of the SEC);K; and (OP) any Any other legally binding contract Contract not of the type covered by any of the other items of this Section 5.01(j5.02(k) involving money or property and having an obligation in excess of $50,000 25,000 in the aggregate in any period of 12 consecutive months and or which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone Seller’s Disclosure Schedule listed under Section 5.01(j)(i)Schedule, neither Limestone Seller nor any of its Subsidiaries is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as that involve Seller or any of the date of this Agreement, and no such contract or agreement is presently being negotiated or discussedits Subsidiaries: (A) any Any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 25,000 in any one case or $250,000 100,000 in the aggregate in any period of 12 consecutive months; (B) any Any contract relating to any direct or indirect indebtedness of Limestone or any of its Subsidiaries for borrowed money except as a creditor in the ordinary course of business (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of on which others rely in extending credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, chattel mortgages, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 in any one case or $250,000 property, other than contracts entered into in the aggregate in any period ordinary course of 12 consecutive monthsbusiness consistent with past practice and policies; (C) any Any employment, severance, consulting or management services contract or any confidentiality or nondisclosure proprietary rights contract with any director, officer, employee or consultant other service provider of Limestone or to Seller or any of its Subsidiaries; (D) any Any contract containing covenants limiting the freedom of Limestone Seller or any of its Subsidiaries to compete in any line of business or with any Person individual, bank, corporation, partnership, limited liability company, joint venture, trust, unincorporated association or organization, government body, agency or instrumentality, or any other entity (each, a “Person”) or in any area or territory; (E) any Any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any Any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement still in effect (or pursuant to which Seller or any of its Subsidiaries has any remaining obligation to any party) for the benefit of LimestoneSeller’s or any of its Subsidiaries’ current or former directors, officers, employees or consultantsemployees, and other service providers; (G) any Any material license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual propertypatent, except for license agreements relating to off-the-shelf software trademark or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreementtrade name; (H) any Any material contract with any insider director, officer or key employee of Limestone Seller or any of its Subsidiaries or any arrangement under which Limestone Seller or any of its Subsidiaries has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” directors, officers, and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB)employees; (I) Any contract of any contractkind whatsoever, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for involving money or property, other than contracts entered into in the ordinary course of business consistent with past practice and on behalf of Limestone and its Subsidiariespolicies; (J) other Other than this Agreement and any the ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone Seller or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this Agreement; (K) Any contract of any contract kind whatsoever that requires the payment of royalties; (L) any Any contract under which the consequences of a breach, violation or default would reasonably be expected to have a Material Adverse Effect on Seller or its Subsidiaries as a whole; (M) Any contract pursuant to which Limestone Seller or any of its Subsidiaries has any obligation to share revenues or profits derived from Limestone Seller or any of its Subsidiaries with any other Personentity; (MN) any Any contract between (i) Limestone Seller or any of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone Seller or any of its Subsidiaries, or any natural person related by blood or marriage to such natural person, on the other hand, and (ii) Limestone Seller or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate of any director or executive officer of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone Seller or any of its Subsidiaries, on the other handhand (collectively, “Affiliate Agreements”); and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any Any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j5.02(k) involving money or property and having an obligation in excess of $50,000 10,000 in the aggregate in any period of 12 consecutive months and which is otherwise not in the ordinary and usual course of businessmonths.

Material Contracts; Defaults. (i) Except as set forth in the Limestone CMS Disclosure Schedule listed under Section 5.01(j)(i)Schedule, neither Limestone CMS nor any of its Subsidiaries is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as that involve CMS or any of the date of this Agreement, and no such contract or agreement is presently being negotiated or discussedits Subsidiaries: (A) any Any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 in any one case or $250,000 150,000 in the aggregate in any period of 12 consecutive months; (B) any Any contract relating to any direct or indirect indebtedness for borrowed money of Limestone CMS or any of its Subsidiaries for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of on which others rely in extending credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, chattel mortgages, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 in any one case or $250,000 property, other than contracts entered into in the aggregate in any period ordinary course of 12 consecutive monthsbusiness consistent with past practice and policies; (C) any Any employment, severance, consulting or management services contract or any confidentiality or nondisclosure proprietary rights contract with any director, officer, employee or consultant other service provider of Limestone or to CMS or any of its Subsidiaries; (D) any Any contract containing covenants limiting the freedom of Limestone or CMS, any of its Subsidiaries or any employee or agent of CMS or its Subsidiaries (1) to compete in any line of business or business, (2) to compete with any Person individual, bank, corporation, partnership, limited liability company, joint venture, trust, unincorporated association or organization, government body, agency or instrumentality, or any other entity (each, a “Person”) or in any area or territory, (3) to solicit or engage in business with customers, vendors, suppliers or any Person, or (4) to solicit, hire or contract with employees or other Persons; (E) any Any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any Any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, stock issuance, or other plan or arrangement still in effect (or pursuant to which CMS or any of its Subsidiaries has any remaining obligation to any party) for the benefit of LimestoneCMS’s or any of its Subsidiaries’ current or former directors, officers, employees or consultantsemployees, and other service providers; (G) any Any material intellectual property license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual propertypatent, except for license agreements relating to off-the-shelf software trademark or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreementtrade name; (H) any Any material contract with any insider director, officer or key employee of Limestone CMS or any of its Subsidiaries or any arrangement under which Limestone CMS or any of its Subsidiaries has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” directors, officers, and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB)employees; (I) Any contract of any contractkind whatsoever, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for involving money or property, other than contracts entered into in the ordinary course of business consistent with past practice and on behalf of Limestone and its Subsidiariespolicies; (J) other Other than this Agreement and any the ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone CMS or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this Agreement; (K) Any contract of any contract kind whatsoever that requires the payment of royalties; (L) any Any contract pursuant under which the consequences of a breach, violation or default would reasonably be expected to which Limestone have a Material Adverse Effect on CMS or any of its Subsidiaries has any obligation to share revenues or profits derived from Limestone or any of its Subsidiaries with any other Personas a whole; (M) any contract between (i) Limestone or any of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone or any of its Subsidiaries, on the other hand, and (ii) Limestone or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate of any director or executive officer of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone or any of its Subsidiaries, on the other hand; and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j) involving money or property and having an obligation in excess of $50,000 in the aggregate in any period of 12 consecutive months and which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone NB&T Financial’s Disclosure Schedule listed under Section 5.01(j)(i)Schedule, neither Limestone NB&T Financial nor any of its Subsidiaries is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no such contract or agreement is presently being negotiated or discussed: (A) any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 25,000 in any one case or $250,000 75,000 in the aggregate in any period of 12 consecutive months; (B) any contract relating to any direct or indirect indebtedness of Limestone NB&T Financial or any of its Subsidiaries for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank outstanding put options with respect to deposit liabilities, letters of credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered loans sold into by Limestone Bank in the ordinary course of its banking business, consistent with past practicesecondary market), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 25,000 in any one case or $250,000 75,000 in the aggregate in any period of 12 consecutive months; (C) any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone or any of its Subsidiaries; (D) any contract containing covenants limiting the freedom of Limestone NB&T Financial or any of its Subsidiaries to compete in any line of business or with any Person or in any area or territory; (ED) any partnership, joint venture, limited liability company arrangement or other similar agreement; (FE) any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of LimestoneNB&T Financial’s or any of its Subsidiaries’ current or former directors, officers, employees or consultants, except the NB&T Financial Option Plans and award agreements thereunder and the NB&T Financial ESOP; (GF) any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement; (HG) any contract with any insider of Limestone NB&T Financial or any of its Subsidiaries or any arrangement under which Limestone NB&T Financial or any of its Subsidiaries has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB); (IH) any contract, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for and on behalf of Limestone and its Subsidiariesdistributor; (JI) other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assetsassets (other than cash and cash equivalents), properties or securities of Limestone NB&T Financial or any of its Subsidiaries, other than purchases and sales Subsidiaries in excess of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this Agreement$25,000; (KJ) any contract that requires the payment of royalties; (LK) any contract pursuant to which Limestone NB&T Financial or any of its Subsidiaries has any obligation to share revenues or profits derived from Limestone NB&T Financial or any of its Subsidiaries with any other Person; (ML) any contract between (i) Limestone NB&T Financial or any of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone NB&T Financial or any of its Subsidiaries, on the other hand, and (ii) Limestone NB&T Financial or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate of any director or executive officer of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone or any of its SubsidiariesNB&T Financial, on the other hand; and; (NM) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC);; and (ON) any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j5.03(l) involving money or property and having an obligation by NB&T Financial or any of its Subsidiaries in excess of $50,000 in the 25,000 aggregate in any period of 12 consecutive months and which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone PWOD Disclosure Schedule listed under Section 5.01(j)(i), neither Limestone PWOD nor any of its Subsidiaries is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no such contract or agreement is presently being negotiated or discussed: (A) any contract involving commitments to others to make capital expenditures or purchases purchase or sales of capital assets in excess of $50,000 150,000 in any one case or $250,000 300,000 in the aggregate in any period of 12 consecutive months; (B) any contract relating to any direct or indirect indebtedness of Limestone PWOD or any of its Subsidiaries for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practiceall Loans), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 100,000 in any one case or $250,000 150,000 in the aggregate in any period of 12 consecutive months; (C) any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone PWOD or any of its Subsidiaries; (D) any contract containing covenants limiting the freedom of Limestone PWOD or any of its Subsidiaries to compete in any line of business or with any Person or in any area or territory; (E) any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of LimestonePWOD’s or any of its Subsidiaries’ current or former directors, officers, employees or consultants; (G) any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual propertyIntellectual Property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement; (H) any contract with any insider of Limestone PWOD or any of its Subsidiaries or any arrangement under which Limestone PWOD or any of its Subsidiaries has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB); (I) any contract, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for and on behalf of Limestone and its Subsidiariesdistributor; (J) other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone PWOD or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this Agreement; (K) any contract that requires the payment of royalties; (L) any contract pursuant to which Limestone PWOD or any of its Subsidiaries has any obligation to share revenues or profits derived from Limestone PWOD or any of its Subsidiaries with any other Person; (M) any contract between (i) Limestone PWOD or any of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone PWOD or any of its Subsidiaries, on the other hand, and (ii) Limestone PWOD or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate of any director director, officer, employee or executive officer consultant of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone PWOD or any of its Subsidiaries, on the other hand; and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j) involving money or property and having an obligation in excess of $50,000 150,000 in the aggregate in any period of 12 consecutive months and or which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone Seller’s Disclosure Schedule listed under Section 5.01(j)(i)Schedule, neither Limestone Seller nor any of its Subsidiaries is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as that involve Seller or any of the date of this Agreement, and no such contract or agreement is presently being negotiated or discussedits Subsidiaries: (A) any Any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 25,000 in any one case or $250,000 100,000 in the aggregate in any period of 12 consecutive months; (B) any Any contract relating to any direct or indirect indebtedness of Limestone or any of its Subsidiaries for borrowed money except as a creditor in the ordinary course of business (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of on which others rely in extending credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, chattel mortgages, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 in any one case or $250,000 property, other than contracts entered into in the aggregate in any period ordinary course of 12 consecutive monthsbusiness consistent with past practice and policies; (C) any Any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone or any of its Subsidiariescontract; (D) any Any contract containing covenants limiting the freedom of Limestone Seller or any of its Subsidiaries to compete in any line of business in which Seller is presently or plans to be engaged, with any Person individual, bank, corporation, partnership, limited liability company, joint venture, trust, unincorporated association or organization, government body, agency or instrumentality, or any other entity (each, a “Person”) or in any area or territory; (E) any Any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any Any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement still in effect (or pursuant to which Seller or any of its Subsidiaries has any remaining obligation to any party) for the benefit of LimestoneSeller’s or any of its Subsidiaries’ current or former directors, officers, employees or consultantsemployees, and other service providers; (G) any Any material license agreement, other than licenses for “off the shelf,” “packaged,” and “shrink-wrap” software sold to the public, either as licensor or licensee, or any other contract of any type relating to any intellectual propertypatent, except for license agreements relating to off-the-shelf software trademark or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreementtrade name; (H) any contract with any insider of Limestone or any of its Subsidiaries or any arrangement under which Limestone or any of its Subsidiaries has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB)[Reserved]; (I) Any contract of any contractkind whatsoever, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for involving money or property, other than contracts entered into in the ordinary course of business consistent with past practice and on behalf of Limestone and its Subsidiariespolicies; (J) other Other than this Agreement and any the ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone Seller or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this Agreement; (K) Any contract of any contract kind whatsoever that requires the payment of royalties; (L) any [Reserved] (M) Any contract pursuant to which Limestone Seller or any of its Subsidiaries has any obligation to share revenues or profits derived from Limestone Seller or any of its Subsidiaries with any other Personentity; (MN) any Any contract between (i) Limestone Seller or any of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone Seller or any of its Subsidiaries, or any immediate family member of such natural person, on the other hand, and (ii) Limestone Seller or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate of any director or executive officer of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone Seller or any of its Subsidiaries, on the other handhand (collectively, “Affiliate Agreements”); and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any Any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j5.02(k) involving money or property and having an a remaining obligation in excess of $50,000 in the aggregate in any period of 12 consecutive months and which is otherwise not in the ordinary and usual course of businessmonths.

Material Contracts; Defaults. (i) Except as set forth in the Limestone Premier Financial Disclosure Schedule listed under Section 5.01(j)(i), neither Limestone Premier Financial nor any of its Subsidiaries is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no such contract or agreement is presently being negotiated or discussed: (A) any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 25,000 in any one case or $250,000 75,000 in the aggregate in any period of 12 consecutive months; (B) except for deposit accounts maintained in the ordinary course of business, any contract relating to any direct or indirect indebtedness of Limestone Premier Financial or any of its Subsidiaries for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 [100,000] in any one case or $250,000 [300,000] in the aggregate in any period of 12 consecutive months; (C) any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone Premier Financial or any of its Subsidiaries; (D) any contract containing covenants limiting the freedom of Limestone Premier Financial or any of its Subsidiaries to compete in any line of business or with any Person or in any area or territory;; Table of Contents (E) any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of LimestonePremier Financial’s or any of its Subsidiaries’ current or former directors, officers, employees or consultants; (G) any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement; (H) any contract with any insider of Limestone Premier Financial or any of its Subsidiaries or any arrangement under which Limestone Premier Financial or any of its Subsidiaries has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB); (I) any contract, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for and on behalf of Limestone and its Subsidiariesdistributor; (J) other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone Premier Financial or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this Agreement; (K) any contract that requires the payment of royalties; (L) any contract pursuant to which Limestone Premier Financial or any of its Subsidiaries has any obligation to share revenues or profits derived from Limestone Premier Financial or any of its Subsidiaries with any other Person; (M) any contract between (i) Limestone Premier Financial or any of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone Premier Financial or any of its Subsidiaries, on the other hand, and (ii) Limestone Premier Financial or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate of any director director, officer, employee or executive officer consultant of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone Premier Financial or any of its Subsidiaries, on the other hand; and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) except for deposit accounts maintained in the ordinary course of business any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j) involving money or property and having an obligation in excess of Table of Contents $50,000 [100,000] in the aggregate in any period of 12 consecutive months and or which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone Citizens Disclosure Schedule listed under Section 5.01(j)(i5.01(i)(i), neither Limestone Citizens nor any of its Subsidiaries is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no such contract or agreement is presently being negotiated or discussed: : (A) any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 25,000 in any one case or $250,000 75,000 in the aggregate in any period of 12 consecutive months; ; (B) any contract relating to any direct or indirect indebtedness of Limestone Citizens or any of its Subsidiaries for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Citizens Commerce Bank with respect to deposit liabilitiesliabilities (including cash sweep accounts), letters of credit, repurchase agreements, purchases of federal funds or and other borrowings or commitments entered into by Limestone Citizens Commerce Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 25,000 in any one case or $250,000 75,000 in the aggregate in any period of 12 consecutive months; ; (C) any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone Citizens or any of its Subsidiaries; ; (D) any contract containing covenants limiting the freedom of Limestone Citizens or any of its Subsidiaries to compete in any line of business or with any Person or in any area or territory; ; (E) any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of Limestone’s or any of its Subsidiaries’ current or former directors, officers, employees or consultants; (G) any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement; (H) any contract with any insider of Limestone or any of its Subsidiaries or any arrangement under which Limestone or any of its Subsidiaries has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB); (I) any contract, whether exclusive or otherwise, with any sales agent, franchisee or distributor acting for and on behalf of Limestone and its Subsidiaries; (J) other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this Agreement; (K) any contract that requires the payment of royalties; (L) any contract pursuant to which Limestone or any of its Subsidiaries has any obligation to share revenues or profits derived from Limestone or any of its Subsidiaries with any other Person; (M) any contract between (i) Limestone or any of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone or any of its Subsidiaries, on the other hand, and (ii) Limestone or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate of any director or executive officer of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone or any of its Subsidiaries, on the other hand; and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j) involving money or property and having an obligation in excess of $50,000 in the aggregate in any period of 12 consecutive months and which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone Carrollton’s Disclosure Schedule listed under Section 5.01(j)(i)Schedule, neither Limestone Carrollton nor any of its Subsidiaries is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as that involve Carrollton or any of the date of this Agreement, and no such contract or agreement is presently being negotiated or discussedits Subsidiaries: (A) any Any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 in any one case or $250,000 150,000 in the aggregate in any period of 12 consecutive months; (B) any Any contract relating to any direct or indirect indebtedness for borrowed money of Limestone Carrollton or any of its Subsidiaries for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of on which others rely in extending credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, chattel mortgages, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 in any one case or $250,000 property, other than contracts entered into in the aggregate in any period ordinary course of 12 consecutive monthsbusiness consistent with past practice and policies; (C) any Any employment, severance, consulting or management services contract or any confidentiality or nondisclosure proprietary rights contract with any director, officer, employee or consultant other service provider of Limestone or to Carrollton or any of its Subsidiaries; (D) any Any contract containing covenants limiting the freedom of Limestone Carrollton or any of its Subsidiaries to compete in any line of business or to compete with any Person individual, bank, corporation, partnership, limited liability company, joint venture, trust, unincorporated association or organization, government body, agency or instrumentality, or any other entity (each, a “Person”) or in any area or territory; (E) any Any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any Any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, stock issuance, or other plan or arrangement still in effect (or pursuant to which Carrollton or any of its Subsidiaries has any remaining obligation to any party) for the benefit of LimestoneCarrollton’s or any of its Subsidiaries’ current or former directors, officers, employees or consultantsemployees, and other service providers; (G) any Any material intellectual property license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual propertypatent, except for license agreements relating to off-the-shelf software trademark or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreementtrade name; (H) any Any material contract with any insider director, officer or key employee of Limestone Carrollton or any of its Subsidiaries or any arrangement under which Limestone Carrollton or any of its Subsidiaries has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” directors, officers, and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB)employees; (I) Any contract of any contractkind whatsoever, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for involving money or property, other than contracts entered into in the ordinary course of business consistent with past practice and on behalf of Limestone and its Subsidiariespolicies; (J) other Other than this Agreement and any the ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone Carrollton or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this Agreement; (K) Any contract of any contract kind whatsoever that requires the payment of royalties; (L) any Any contract under which the consequences of a breach, violation or default would reasonably be expected to have a Material Adverse Effect on Carrollton or its Subsidiaries as a whole; (M) Any contract pursuant to which Limestone Carrollton or any of its Subsidiaries has any obligation to share revenues or profits derived from Limestone Carrollton or any of its Subsidiaries with any other Person;entity; and (MN) any Any contract between (i) Limestone Carrollton or any of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone Carrollton or any of its Subsidiaries, on the other hand, and (ii) Limestone or any of its Subsidiaries, on the one hand, and any Associate natural person related by blood or other Affiliate of any director or executive officer of Limestone or any of its Subsidiaries or any Person known marriage to be an Associate or other Affiliate of any employee of Limestone or any of its Subsidiariessuch natural person, on the other hand; and hand (N) any contract that is a collectively, “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SECAffiliate Agreements”); (O) any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j) involving money or property and having an obligation in excess of $50,000 in the aggregate in any period of 12 consecutive months and which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone Disclosure Schedule listed under Section 5.01(j)(i5.03(k), neither Limestone nor any of its Subsidiaries NASB is not a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no such contract or agreement is presently being negotiated or discussed: (A) any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 25,000 in any one case or $250,000 in the aggregate in any period of 12 consecutive months; (B) any contract relating to any direct or indirect indebtedness of Limestone or any of its Subsidiaries NASB for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 25,000 in any one case or $250,000 50,000 in the aggregate in any period of 12 consecutive months; (C) any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone or any of its SubsidiariesNASB; (D) any contract containing covenants limiting the freedom of Limestone or any of its Subsidiaries NASB to compete in any line of business or with any Person or in any area or territory; (E) any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement related to the NASB Common Shares for the benefit of LimestoneNASB’s or any of its Subsidiaries’ current or former directors, officers, employees or consultants; (G) any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement; (H) any contract with any insider of Limestone or any of its Subsidiaries NASB or any arrangement under which Limestone or any of its Subsidiaries NASB has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB); (I) any contract, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for and on behalf of Limestone and its Subsidiariesdistributor; (J) other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this AgreementNASB; (K) any contract that requires the payment of royalties; (L) any contract pursuant to which Limestone or any of its Subsidiaries NASB has any obligation to share revenues or profits derived from Limestone or any of its Subsidiaries NASB with any other Person; (M) any contract between (i) Limestone or any of its SubsidiariesNASB, on the one hand, and any officer, director, or employee or consultant of Limestone or any of its SubsidiariesNASB, on the other hand, and (ii) Limestone or any of its SubsidiariesNASB, on the one hand, and any Associate or other Affiliate of any director director, officer, or executive officer of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone or any of its SubsidiariesNASB, on the other hand; and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j5.03(k) involving money or property and having an obligation in excess of $50,000 25,000 in the aggregate in any period of 12 consecutive months and or which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone BNB’s Disclosure Schedule listed under Section 5.01(j)(i5.03(k), neither Limestone BNB nor any of its Subsidiaries BNB Bank is not a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no such contract or agreement is presently being negotiated or discussed: (A) any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 5,000 in any one case or $250,000 15,000 in the aggregate in any period of 12 consecutive months; (B) any contract relating to any direct or indirect indebtedness of Limestone BNB or any of its Subsidiaries BNB Bank for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 10,000 in any one case or $250,000 50,000 in the aggregate in any period of 12 consecutive months; (C) any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone BNB or any of its SubsidiariesBNB Bank; (D) any contract containing covenants limiting the freedom of Limestone BNB or any of its Subsidiaries BNB Bank to compete in any line of business or with any Person or in any area or territory; (E) any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of LimestoneBNB’s or any of its Subsidiaries’ BNB Bank’s current or former directors, officers, employees or consultants; (G) any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement; (H) any contract with any an insider of Limestone BNB or any of its Subsidiaries BNB Bank or any arrangement under which Limestone BNB or any of its Subsidiaries BNB Bank has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB); (I) any contract, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for and on behalf of Limestone and its Subsidiariesdistributor; (J) other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone BNB or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this AgreementBNB Bank; (K) any contract that requires the payment of royalties; ; (L) any contract pursuant to which Limestone BNB or any of its Subsidiaries BNB Bank has any obligation to share revenues or profits derived from Limestone BNB or any of its Subsidiaries BNB Bank with any other Person; (M) any contract between (i) Limestone or any of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone or any of its Subsidiaries, on the other hand, and (ii) Limestone or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate of any director or executive officer of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone or any of its Subsidiaries, on the other hand; and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j) involving money or property and having an obligation in excess of $50,000 in the aggregate in any period of 12 consecutive months and which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone FNHC’s Disclosure Schedule listed under Section 5.01(j)(i5.03(k), neither Limestone FNHC nor any of its Subsidiaries Xxxxxxx is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no nor is any such contract or agreement is presently being negotiated or discussed: (A) any Any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 5,000 in any one case or $250,000 15,000 in the aggregate in any period of 12 twelve (12) consecutive months; (B) any Any contract relating to any direct or indirect indebtedness of Limestone FNHC or any of its Subsidiaries Xxxxxxx for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 10,000 in any one case or $250,000 50,000 in the aggregate in any period of 12 twelve (12) consecutive months; (C) any Any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone FNHC or any of its SubsidiariesXxxxxxx; (D) any Any contract containing covenants limiting the freedom of Limestone FNHC or any of its Subsidiaries Xxxxxxx to compete in any line of business or with any Person or in any area or territory; (E) any Any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any Any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of LimestoneFNHC’s or any of its Subsidiaries’ Xxxxxxx’x current or former directors, officers, employees or consultants; (G) any Any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement; (H) any Any contract with any insider director, officer, employee or consultant of Limestone FNHC or Xxxxxxx or any Associate of its Subsidiaries any such director, officer, employee or consultant, or any arrangement under which Limestone FNHC or any of its Subsidiaries Xxxxxxx has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” directors, officers, employees and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB)consultants; (I) any Any contract, whether exclusive or otherwise, with any sales agent, sales representative, franchisee or distributor acting for and on behalf of Limestone and its Subsidiariesdistributor; (J) other Other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone FNHC or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this AgreementXxxxxxx; (K) any Any contract that requires the payment of royalties; (L) any Any contract pursuant to which Limestone FNHC or any of its Subsidiaries Xxxxxxx has any obligation to share revenues or profits derived from Limestone FNHC or any of its Subsidiaries Xxxxxxx with any other Person; ; (M) any Any contract between (i) Limestone FNHC or any of its SubsidiariesXxxxxxx, on the one hand, and any officer, director, employee or consultant of Limestone FNHC or any of its SubsidiariesXxxxxxx, on the other hand, and (ii) Limestone FNHC or any of its SubsidiariesXxxxxxx, on the one hand, and any Associate or other Affiliate of any director director, officer, employee or executive officer consultant of Limestone FNHC or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone or any of its SubsidiariesXxxxxxx, on the other hand; and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j) involving money or property and having an obligation in excess of $50,000 in the aggregate in any period of 12 consecutive months and which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone Premier Financial Disclosure Schedule listed under Section 5.01(j)(i), neither Limestone Premier Financial nor any of its Subsidiaries is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no such contract or agreement is presently being negotiated or discussed: (A) any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 25,000 in any one case or $250,000 75,000 in the aggregate in any period of 12 consecutive months; (B) except for deposit accounts maintained in the ordinary course of business, any contract relating to any direct or indirect indebtedness of Limestone Premier Financial or any of its Subsidiaries for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 [100,000] in any one case or $250,000 [300,000] in the aggregate in any period of 12 consecutive months; (C) any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone Premier Financial or any of its Subsidiaries; (D) any contract containing covenants limiting the freedom of Limestone Premier Financial or any of its Subsidiaries to compete in any line of business or with any Person or in any area or territory; (E) any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of LimestonePremier Financial’s or any of its Subsidiaries’ current or former directors, officers, employees or consultants; (G) any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement; (H) any contract with any insider of Limestone Premier Financial or any of its Subsidiaries or any arrangement under which Limestone Premier Financial or any of its Subsidiaries has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB); (I) any contract, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for and on behalf of Limestone and its Subsidiariesdistributor; (J) other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone Premier Financial or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this Agreement; (K) any contract that requires the payment of royalties; (L) any contract pursuant to which Limestone Premier Financial or any of its Subsidiaries has any obligation to share revenues or profits derived from Limestone Premier Financial or any of its Subsidiaries with any other Person; (M) any contract between (i) Limestone Premier Financial or any of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone Premier Financial or any of its Subsidiaries, on the other hand, and (ii) Limestone Premier Financial or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate of any director director, officer, employee or executive officer consultant of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone Premier Financial or any of its Subsidiaries, on the other hand; and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) except for deposit accounts maintained in the ordinary course of business any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j) involving money or property and having an obligation in excess of $50,000 [100,000] in the aggregate in any period of 12 consecutive months and or which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone CNNB Disclosure Schedule listed under Section 5.01(j)(i5.01(i)(i), neither Limestone CNNB nor any of its Subsidiaries is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no such contract or agreement is presently being negotiated or discusseddiscussed as of the date hereof: (A) any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 10,000 in any one case or $250,000 50,000 in the aggregate in any period of 12 consecutive months; (B) any contract relating to any direct or indirect indebtedness of Limestone CNNB or any of its Subsidiaries for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 10,000 in any one case or $250,000 50,000 in the aggregate in any period of 12 consecutive months; (C) any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone CNNB or any of its Subsidiaries; (D) any contract containing covenants limiting the freedom of Limestone CNNB or any of its Subsidiaries to compete in any line of business or with any Person or in any area or territory; (E) any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of LimestoneCNNB’s or any of its Subsidiaries’ current or former directors, officers, employees or consultants; (G) any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement; (H) any contract with any insider of Limestone CNNB or any of its Subsidiaries or any arrangement under which Limestone CNNB or any of its Subsidiaries has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB); (I) any contract, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for and on behalf of Limestone and its Subsidiariesdistributor; (J) other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone CNNB or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this Agreement; (K) any contract that requires the payment of royalties; (L) any contract pursuant to which Limestone CNNB or any of its Subsidiaries has any obligation to share revenues or profits derived from Limestone CNNB or any of its Subsidiaries with any other Person; (M) any contract between (i) Limestone CNNB or any of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone CNNB or any of its Subsidiaries, on the other hand, and (ii) Limestone CNNB or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate of any director director, officer, employee or executive officer consultant of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone CNNB or any of its Subsidiaries, on the other hand; and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j5.01(i) involving money or property and having an obligation in excess of $50,000 10,000 in the aggregate in any period of 12 consecutive months and or which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone Disclosure Schedule listed under Section 5.01(j)(i)Previously Disclosed, neither Limestone TCNB nor any of its Subsidiaries National Bank is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no nor is any such contract or agreement is presently being negotiated or discussed: (A) any Any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 5,000 in any one case or $250,000 25,000 in the aggregate in any period of 12 twelve (12) consecutive months; (B) any Any contract relating to any direct or indirect indebtedness of Limestone TCNB or any of its Subsidiaries National Bank for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 5,000 in any one case or $250,000 25,000 in the aggregate in any period of 12 twelve (12) consecutive months; (C) any Any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone TCNB or any of its SubsidiariesNational Bank; (D) any Any contract containing covenants limiting the freedom of Limestone TCNB or any of its Subsidiaries National Bank to compete in any line of business or with any Person or in any area or territory; (E) any Any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any Any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of LimestoneTCNB’s or any of its Subsidiaries’ National Bank’s current or former directors, officers, employees or consultants; (G) any Any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement; (H) any Any contract with any insider director, officer, employee or consultant of Limestone TCNB or National Bank or any Associate of its Subsidiaries any such director, officer, employee or consultant, or any arrangement under which Limestone TCNB or any of its Subsidiaries National Bank has advanced or loaned any amount to any of their respective insiders directors, officers, employees and consultants or immediate family member any of any insider (the terms “insider” and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB)their respective Associates; (I) any Any contract, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for and on behalf of Limestone and its Subsidiariesdistributor; (J) other Other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone TCNB or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this AgreementNational Bank; (K) any Any contract that requires the payment of royalties; (L) any Any contract under which the consequences of a breach, violation or default would reasonably be expected to have a Material Adverse Effect on the business of TCNB or National Bank as presently conducted; (M) Any contract pursuant to which Limestone TCNB or any of its Subsidiaries National Bank has any obligation to share revenues or profits derived from Limestone TCNB or any of its Subsidiaries National Bank with any other Person; (MN) any Any contract between (i) Limestone TCNB or any of its SubsidiariesNational Bank, on the one hand, and any officer, director, employee or consultant of Limestone TCNB or any of its SubsidiariesNational Bank, on the other hand, and (ii) Limestone TCNB or any of its SubsidiariesNational Bank, on the one hand, and any Associate or other Affiliate of any director director, officer, employee or executive officer consultant of Limestone TCNB or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone or any of its SubsidiariesNational Bank, on the other hand; and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any Any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j5.03(k) involving money or property and having an obligation in excess of $50,000 25,000 in the aggregate in any period of 12 twelve (12) consecutive months and or which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone Comunibanc Disclosure Schedule listed under Section 5.01(j)(i5.01(i)(i), neither Limestone Comunibanc nor any of its Subsidiaries is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no such contract or agreement is presently being negotiated or discussed: (A) any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 25,000 in any one case or $250,000 100,000 in the aggregate in any period of 12 consecutive months; (B) any contract relating to any direct or indirect indebtedness of Limestone Comunibanc or any of its Subsidiaries for borrowed money money, other than deposit liabilities in the ordinary course of business (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 25,000 in any one case or $250,000 100,000 in the aggregate in any period of 12 consecutive months; (C) any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone Comunibanc or any of its Subsidiaries; (D) any contract containing covenants limiting the freedom of Limestone Comunibanc or any of its Subsidiaries to compete in any line of business or with any Person or in any area or territory; (E) any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of LimestoneComunibanc’s or any of its Subsidiaries’ current or former directors, officers, employees or consultants; (G) any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement; (H) any contract with any insider of Limestone Comunibanc or any of its Subsidiaries or any arrangement under which Limestone Comunibanc or any of its Subsidiaries has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB); (I) any contract, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for and on behalf of Limestone and its Subsidiariesdistributor; (J) other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone Comunibanc or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this Agreement; (K) any contract that requires the payment of royalties; (L) any contract pursuant to which Limestone Comunibanc or any of its Subsidiaries has any obligation to share revenues or profits derived from Limestone Comunibanc or any of its Subsidiaries with any other Person; (M) any contract between (i) Limestone Comunibanc or any of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone Comunibanc or any of its Subsidiaries, on the other hand, and (ii) Limestone Comunibanc or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate of any director director, officer, employee or executive officer consultant of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone Comunibanc or any of its Subsidiaries, on the other hand; and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j5.01(i) involving money or property and having an obligation in excess of $50,000 25,000 in the aggregate in any period of 12 consecutive months and or which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone CBC’s Disclosure Schedule listed under Section 5.01(j)(i4.02(k), neither Limestone nor any of its Subsidiaries the Bank is not a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no nor is any such contract or agreement is presently being negotiated or discussed: (A) any Any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 10,000 in any one case or $250,000 50,000 in the aggregate in any period of 12 twelve (12) consecutive months; (B) any Any contract relating to any direct or indirect indebtedness of Limestone or any of its Subsidiaries the Bank for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 10,000 in any one case or $250,000 50,000 in the aggregate in any period of 12 twelve (12) consecutive months; (C) any Any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone or any of its Subsidiariesthe Bank; (D) any Any contract containing covenants limiting the freedom of Limestone or any of its Subsidiaries the Bank to compete in any line of business or with any Person or in any area or territory; (E) any Any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any Any profit sharing, phantom stock award, stock option, stock purchase, phantom stock, stock appreciation, deferred compensation, issuance, compensation or other plan or arrangement for the benefit of Limestonethe Bank’s or any of its Subsidiaries’ current or former directors, officers, employees or consultants; (G) any Any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement; (H) any Any contract with any insider director, officer, employee or consultant of Limestone CBC or any of its Subsidiaries Subsidiaries, or any arrangement under which Limestone or any of its Subsidiaries the Bank has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” directors, officers, employees and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB)consultants; (I) any contract, whether exclusive or otherwise, with any sales agent, franchisee or distributor acting for and on behalf of Limestone and its Subsidiaries; (J) other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this Agreement; (K) any contract that requires the payment of royalties; (L) any contract pursuant to which Limestone or any of its Subsidiaries has any obligation to share revenues or profits derived from Limestone or any of its Subsidiaries with any other Person; (M) any contract between (i) Limestone or any of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone or any of its Subsidiaries, on the other hand, and (ii) Limestone or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate of any director or executive officer of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone or any of its Subsidiaries, on the other hand; and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j) involving money or property and having an obligation in excess of $50,000 in the aggregate in any period of 12 consecutive months and which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone Main Street’s Disclosure Schedule listed under Section 5.01(j)(i)Schedule, neither Limestone Main Street nor any of its Subsidiaries is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no nor is any such contract or agreement is presently being negotiated or discussed: (A) any Any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 20,000 in any one case or $250,000 100,000 in the aggregate in any period of 12 consecutive months; (B) any Any contract relating to any direct or indirect indebtedness of Limestone Main Street or any of its Subsidiaries for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of on which others rely in extending credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, chattel mortgages, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 25,000 in any one case or $250,000 100,000 in the aggregate in any period of 12 consecutive months; (C) any Any employment, severance, consulting or management services contract or any confidentiality or nondisclosure proprietary rights contract with any director, officer, employee or consultant of Limestone Main Street or any of its Subsidiaries; (D) any Any contract containing covenants limiting the freedom of Limestone Main Street or any of its Subsidiaries to compete in any line of business or with any Person individual, bank, corporation, partnership, limited liability company, joint venture, trust, unincorporated association or organization, government body, agency or instrumentality, or any other entity (each, a “Person”) or in any area or territory; (E) any Any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any Any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of LimestoneMain Street’s or any of its Subsidiaries’ current or former directors, officers, employees or consultantsand employees; (G) any Any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual propertypatent, trademark or trade name, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreementor where the aggregate purchase price for the license is less than $5,000; (H) any Any contract with any insider director, officer or key employee of Limestone Main Street or any of its Subsidiaries or any arrangement under which Limestone Main Street or any of its Subsidiaries has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” directors, officers, and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB)employees; (I) any Any contract, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for involving money or property and on behalf having an obligation in excess of Limestone and its Subsidiaries$25,000 in any one case or $100,000 in the aggregate in a period of 12 consecutive months; (J) other Other than this Agreement and any the ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone Main Street or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this Agreement; (K) any Any contract that requires the payment of royalties; (L) Any contract under which the consequences of a breach, violation or default would reasonably be expected to have a Material Adverse Effect on Main Street or any of its Subsidiaries as presently conducted; (M) Any contract pursuant to which Limestone Main Street or any of its Subsidiaries has any obligation to share revenues or profits derived from Limestone Main Street or any of its Subsidiaries with any other Personentity; (MN) any Any contract between (i) Limestone Main Street or any of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone Main Street or any of its Subsidiaries, or any natural person related by blood or marriage to such natural person, on the other hand, and (ii) Limestone Main Street or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate of any director or executive officer of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone Main Street or any of its Subsidiaries, on the other handhand (collectively, “Affiliate Agreements”); and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any Any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j5.03(k) involving money or property and having an obligation in excess of $50,000 100,000 in the aggregate in any period of 12 consecutive months and which is otherwise not in the ordinary and usual course of businessmonths.

Material Contracts; Defaults. (i) Except as set forth in the Limestone Benchmark’s Disclosure Schedule listed under Section 5.01(j)(i5.03(k), neither Limestone Benchmark nor any of its Subsidiaries Benchmark Bank is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no nor is any such contract or agreement is presently being negotiated or discussed: (A) any Any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 10,000 in any one case or $250,000 50,000 in the aggregate in any period of 12 twelve (12) consecutive months; (B) any Any contract relating to any direct or indirect indebtedness of Limestone Benchmark or any of its Subsidiaries Benchmark Bank for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 10,000 in any one case or $250,000 50,000 in the aggregate in any period of 12 twelve (12) consecutive months; (C) any Any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone Benchmark or any of its SubsidiariesBenchmark Bank; (D) any Any contract containing covenants limiting the freedom of Limestone Benchmark or any of its Subsidiaries Benchmark Bank to compete in any line of business or with any Person or in any area or territory; (E) any Any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any Any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of LimestoneBenchmark’s or any of its Subsidiaries’ Benchmark Bank’s current or former directors, officers, employees or consultants; (G) any Any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement; (H) any Any contract with any insider director, officer, employee or consultant of Limestone Benchmark or Benchmark Bank or any Associate or Affiliate of its Subsidiaries any such director, officer, employee or consultant, or any arrangement under which Limestone Benchmark or any of its Subsidiaries Benchmark Bank has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” directors, officers, employees and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB)consultants; (I) any Any contract, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for and on behalf of Limestone and its Subsidiariesdistributor; (J) other Other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone Benchmark or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this AgreementBenchmark Bank; (K) any Any contract that requires the payment of royalties; (L) any Any contract pursuant to which Limestone Benchmark or any of its Subsidiaries Benchmark Bank has any obligation to share revenues or profits derived from Limestone Benchmark or any of its Subsidiaries Benchmark Bank with any other Person; (M) any Intentionally blank; (N) Any contract between (i) Limestone pertaining to the sale or any purchase from time-to-time by Benchmark or Benchmark Bank of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone or any of its Subsidiaries, on the other hand, and (ii) Limestone or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate of any director or executive officer of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone or any of its Subsidiaries, on the other handresidential mortgage loans; and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any Any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j5.03(k) involving money or property and having an obligation in excess of $50,000 10,000 in the aggregate in any period of 12 twelve (12) consecutive months and or which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone First Capital’s Disclosure Schedule listed under Section 5.01(j)(i5.03(k), neither Limestone First Capital nor any of its Subsidiaries Citizens is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no nor is any such contract or agreement is presently being negotiated or discussed: (A) any Any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 10,000 in any one case or $250,000 25,000 in the aggregate in any period of 12 twelve (12) consecutive months; (B) any Any contract relating to any direct or indirect indebtedness of Limestone First Capital or any of its Subsidiaries Citizens for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 10,000 in any one case or $250,000 50,000 in the aggregate in any period of 12 twelve (12) consecutive months; (C) any Any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone First Capital or any of its SubsidiariesCitizens; (D) any Any contract containing covenants limiting the freedom of Limestone First Capital or any of its Subsidiaries Citizens to compete in any line of business or with any Person or in any area or territory; (E) any Any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any Any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of LimestoneFirst Capital’s or any of its SubsidiariesCitizens’ current or former directors, officers, employees or consultants; (G) any Any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement; (H) any Any contract with any insider director, officer, employee or consultant of Limestone First Capital or Citizens or any Associate of its Subsidiaries any such director, officer, employee or consultant, or any arrangement under which Limestone First Capital or any of its Subsidiaries Citizens has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” directors, officers, employees and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB)consultants; (I) any Any contract, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for and on behalf of Limestone and its Subsidiariesdistributor; (J) other Other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone First Capital or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this AgreementCitizens; (K) any Any contract that requires the payment of royalties; (L) any Any contract pursuant to which Limestone First Capital or any of its Subsidiaries Citizens has any obligation to share revenues or profits derived from Limestone First Capital or any of its Subsidiaries Citizens with any other Person; (M) any Any contract between (i) Limestone First Capital or any of its SubsidiariesCitizens, on the one hand, and any officer, director, employee or consultant of Limestone First Capital or any of its SubsidiariesCitizens, on the other hand, and (ii) Limestone First Capital or any of its SubsidiariesCitizens, on the one hand, and any Associate or other Affiliate of any director director, officer, employee or executive officer consultant of Limestone First Capital or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone or any of its SubsidiariesCitizens, on the other hand; and; (N) any Any contract that is would constitute a “material contract” (as defined in within the meaning of Item 601(b)(10) 601 of SEC Regulation S-K of the SEC);K; and (O) any Any other legally binding contract (i) not of the type covered by any of the other items of this Section 5.01(j5.03(k) or (ii) not involving contracts for borrowing, loans or deposits and involving money or property and having an obligation in excess of $50,000 10,000 in the aggregate in any period of 12 twelve (12) consecutive months and or which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone EFBI Disclosure Schedule listed under Section 5.01(j)(i5.01(i)(i), neither Limestone EFBI nor any of its Subsidiaries is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no such contract or agreement is presently being negotiated or discussed: (A) any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 10,000 in any one case or $250,000 50,000 in the aggregate in any period of 12 consecutive months; (B) any contract relating to any direct or indirect indebtedness of Limestone EFBI or any of its Subsidiaries for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 10,000 in any one case or $250,000 50,000 in the aggregate in any period of 12 consecutive months; (C) any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone EFBI or any of its Subsidiaries; (D) any contract containing covenants limiting the freedom of Limestone EFBI or any of its Subsidiaries to compete in any line of business or with any Person or in any area or territory; (E) any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of LimestoneEFBI’s or any of its Subsidiaries’ current or former directors, officers, employees or consultants; (G) any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreement; (H) any contract with any insider of Limestone EFBI or any of its Subsidiaries or any arrangement under which Limestone EFBI or any of its Subsidiaries has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB); (I) any contract, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for and on behalf of Limestone and its Subsidiariesdistributor; (J) other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone EFBI or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this Agreement; (K) any contract that requires the payment of royalties; (L) any contract pursuant to which Limestone EFBI or any of its Subsidiaries has any obligation to share revenues or profits derived from Limestone EFBI or any of its Subsidiaries with any other Person; (M) any contract between (i) Limestone EFBI or any of its Subsidiaries, on the one hand, and any officer, director, employee or consultant of Limestone EFBI or any of its Subsidiaries, on the other hand, and (ii) Limestone EFBI or any of its Subsidiaries, on the one hand, and any Associate or other Affiliate of any director director, officer, employee or executive officer consultant of Limestone or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone EFBI or any of its Subsidiaries, on the other hand; and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j5.01(i) involving money or property and having an obligation in excess of $50,000 10,000 in the aggregate in any period of 12 consecutive months and or which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone MB's Disclosure Schedule listed under Section 5.01(j)(i)Schedule, neither Limestone MB nor any of its Subsidiaries is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as of the date of this Agreement, and no nor is any such contract or agreement is presently being negotiated or discussed: (A) any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 100,000 in any one case or $250,000 in the aggregate in any period of 12 consecutive months; (B) any contract relating to any direct or indirect indebtedness of Limestone MB or any of its Subsidiaries Mxxxxx Bank for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 250,000 in any one case or $250,000 500,000 in the aggregate in any period of 12 consecutive months; (C) any employment, severance, consulting or management services contract or any confidentiality or nondisclosure contract with any director, officer, employee or consultant of Limestone MB or any of its SubsidiariesMxxxxx Bank; (D) any contract containing covenants limiting the freedom of Limestone MB or any of its Subsidiaries Mxxxxx Bank to compete in any line of business or with any Person or in any area or territory; (E) any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of Limestone’s MB's or any of its Subsidiaries’ Mxxxxx Bank's current or former directors, officers, employees or consultants; (G) any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual property, except for license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “"shrink wrap” " license agreement; (H) any contract with any insider director, officer, employee or consultant of Limestone MB or Mxxxxx Bank or any Associate of its Subsidiaries any such director, officer, employee or consultant, or any arrangement under which Limestone MB or any of its Subsidiaries Mxxxxx Bank has advanced or loaned any amount to any of their respective insiders directors, officers, employees and consultants or immediate family member any of any insider (the terms “insider” and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB)their respective Associates; (I) any contract, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for and on behalf of Limestone and its Subsidiariesdistributor; (J) other than this Agreement and any ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone MB or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this AgreementMxxxxx Bank; (K) any contract that requires the payment of royalties; (L) any contract pursuant to which Limestone MB or any of its Subsidiaries Mxxxxx Bank has any obligation to share revenues or profits derived from Limestone MB or any of its Subsidiaries Mxxxxx Bank with any other Person; (M) any contract between (i) Limestone MB or any of its SubsidiariesMxxxxx Bank, on the one hand, and any officer, director, employee or consultant of Limestone MB or any of its SubsidiariesMxxxxx Bank, on the other hand, and (ii) Limestone MB or any of its SubsidiariesMxxxxx Bank, on the one hand, and any Associate or other Affiliate of any director director, officer, employee or executive officer consultant of Limestone MB or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone or any of its SubsidiariesMxxxxx Bank, on the other hand; and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j5.02(k) involving money or property and having an obligation in excess of $50,000 100,000 in the aggregate in any period of 12 consecutive months and or which is otherwise not in the ordinary and usual course of business.

Material Contracts; Defaults. (i) Except as set forth in the Limestone CFC’s Disclosure Schedule listed under Section 5.01(j)(i)Schedule, neither Limestone CFC nor any of its Subsidiaries or affiliates is a party to or is bound by any contract or agreement (whether written or verbal) of the following types as that involve CFC or any of the date of this Agreementits Subsidiaries or affiliates, and no nor is any such contract or agreement is presently being negotiated or discussed: (A) any Any contract involving commitments to others to make capital expenditures or purchases or sales of capital assets in excess of $50,000 in any one case or $250,000 100,000 in the aggregate in any period of 12 consecutive months; (B) any Any contract relating to any direct or indirect indebtedness of Limestone or any of its Subsidiaries for borrowed money (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings relating to the extension of credit to Limestone and its Subsidiaries but excluding any contract relating to indebtedness of Limestone Bank with respect to deposit liabilities, letters of on which others rely in extending credit, repurchase agreements, purchases of federal funds or other borrowings or commitments entered into by Limestone Bank in the ordinary course of its banking business, consistent with past practice), or any conditional sales contracts, chattel mortgages, equipment lease agreements and other security arrangements with respect to personal property with an obligation in excess of $50,000 in any one case or $250,000 100,000 in the aggregate in any period of 12 consecutive months; (C) any Any employment, severance, consulting or management services contract or any confidentiality or nondisclosure proprietary rights contract with any director, officer, employee or consultant of Limestone CFC or any of its SubsidiariesSubsidiaries or affiliates or any third party; (D) any Any contract containing covenants limiting the freedom of Limestone CFC or any of its Subsidiaries or affiliates to compete in any line of business or with any Person individual, bank, corporation, partnership, limited liability company, joint venture, trust, unincorporated association or organization, government body, agency or instrumentality, or any other entity (each, a “Person”) or in any area or territory; (E) any Any partnership, joint venture, limited liability company arrangement or other similar agreement; (F) any Any profit sharing, phantom stock award, stock option, stock purchase, stock appreciation, deferred compensation, issuance, or other plan or arrangement for the benefit of LimestoneCFC’s or any of its Subsidiaries’ or affiliates’ current or former directors, officers, employees or consultantsand employees; (G) any Any license agreement, either as licensor or licensee, or any other contract of any type relating to any intellectual propertypatent, trademark or trade name, except for licenses for software where the aggregate purchase price for the license agreements relating to off-the-shelf software or software components pursuant to a non-negotiable standard form or “shrink wrap” license agreementis less than $25,000; (H) any Any contract with any insider director, officer or key employee of Limestone CFC or any of its Subsidiaries or affiliates or any arrangement under which Limestone CFC or any of its Subsidiaries or affiliates has advanced or loaned any amount to any of their respective insiders or immediate family member of any insider (the terms “insider” directors, officers, and “immediate family member” have the meanings given to them under Regulation O (12 C.F.R. Part 215) as promulgated by the FRB)employees; (I) Any contract of any contractkind whatsoever, whether exclusive or otherwise, with any sales agent, representative, franchisee or distributor acting for involving money or property and on behalf having an obligation in excess of Limestone and its Subsidiaries$50,000 in any one case or $100,000 in the aggregate in a period of 12 consecutive months; (J) other Other than this Agreement and any the ancillary agreements being executed in connection with this Agreement, any contract providing for the acquisition or disposition of any portion of the assets, properties or securities of Limestone CFC or any of its Subsidiaries, other than purchases and sales of securities by Limestone Bank in the ordinary course consistent with past practices and the obligations of Limestone under this AgreementSubsidiaries or affiliates; (K) Any contract of any contract kind whatsoever that requires the payment of royalties; (L) any Any contract pursuant under which the consequences of a breach, violation or default would reasonably be expected to which Limestone have a Material Adverse Effect on the business of CFC or any of its Subsidiaries or affiliates as presently conducted; (M) Any contract pursuant to which CFC or any of its Subsidiaries or affiliates has any obligation to share revenues or profits derived from Limestone CFC or any of its Subsidiaries or affiliates with any other Personperson or entity; (MN) any Any contract between (i) Limestone CFC or any of its SubsidiariesSubsidiaries or affiliates, on the one hand, and any officer, director, employee or consultant of Limestone CFC or any of its SubsidiariesSubsidiaries or affiliates, or any natural person related by blood or marriage to such natural person, on the other hand, and (ii) Limestone CFC or any of its SubsidiariesSubsidiaries or affiliates, on the one hand, and any Associate or other Affiliate employee of any director or executive officer of Limestone CFC or any of its Subsidiaries or any Person known to be an Associate or other Affiliate of any employee of Limestone or any of its Subsidiariesaffiliates, on the other handhand (collectively, “Affiliate Agreements”); and (N) any contract that is a “material contract” (as defined in Item 601(b)(10) of Regulation S-K of the SEC); (O) any Any other legally binding contract not of the type covered by any of the other items of this Section 5.01(j5.03(k) involving money or property and having an obligation in excess of $50,000 in the aggregate in any period of 12 consecutive months and which is otherwise not in the ordinary and usual course of businessmonths.