Common use of Organization, Standing and Authority Clause in Contracts

Organization, Standing and Authority. (a) Charter is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is a savings and loan holding company within the meaning of the Home Owners’ Loan Act, as amended. Charter has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank to pay dividends or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutions. The deposit accounts of CharterBank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to Charter’s knowledge, threatened. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBank.

Organization, Standing and Authority. (ai) Charter Limestone is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of Maryland Kentucky and is a savings and loan bank holding company within duly registered with the meaning of FRB under the Home Owners’ Loan Act, as amendedBHCA. Charter Limestone has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conductedconducted in all material respects. Charter Limestone is duly licensed or qualified to do business and is in each jurisdiction good standing in which the nature any foreign jurisdictions where its ownership or leasing of the business conducted by it property or assets or the character or location conduct of the properties and assets owned or leased by its business requires it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified qualified. Section 5.01(a)(i) of the Limestone Disclosure Schedule sets forth the foreign jurisdictions in which Limestone conducts business. (ii) Except, in the case of clauses (B) and (C) only, as would notnot reasonably be likely to have, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list Limestone, each Subsidiary of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter Limestone (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (iA) is duly organized and validly existing under the laws of its jurisdiction of organization, (iiB) is duly licensed or qualified to do business and, where such concept is recognized under applicable Lawlaw, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership ownership, leasing or leasing operation of property or the conduct of its business requires it to be so qualified, except where the failure to be so licensed or qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter good standing and (iiiC) has all requisite corporate power and authority to own own, lease or lease operate its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank any Subsidiary of Limestone to pay dividends or distributions except distributions, except, in the case of a Subsidiary that is an insured depository institution, for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionssuch regulated entities. The deposit accounts of CharterBank Limestone Bank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Lawlaw, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to Charter’s knowledgethe Knowledge of Limestone, threatened. There is no Person whose results Section 5.01(a)(ii) of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements Limestone Disclosure Schedule sets forth a true and complete list of Charter other than CharterBankall Subsidiaries of Limestone as of the date hereof.

Organization, Standing and Authority. (ai) Charter Peoples is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland Ohio and is a savings and loan financial holding company within duly registered with the meaning of FRB under the Home Owners’ Loan BHC Act, as amended. Charter Peoples has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conductedconducted in all material respects. Charter Peoples is duly licensed or qualified to do business and is in each jurisdiction good standing in which the nature any foreign jurisdictions where its ownership or leasing of the business conducted by it property or assets or the character or location conduct of the properties and assets owned or leased by its business requires it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified qualified. (ii) Except, in the case of clauses (B) and (C) only, as would notnot reasonably be likely to have, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list Peoples, each Subsidiary of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter Peoples (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (iA) is duly organized and validly existing under the laws of its jurisdiction of organization, (iiB) is duly licensed or qualified to do business and, where such concept is recognized under applicable Lawlaw, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership ownership, leasing or leasing operation of property or the conduct of its business requires it to be so qualified, except where the failure to be so licensed or qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter good standing and (iiiC) has all requisite corporate power and authority to own own, lease or lease operate its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank any Subsidiary of Peoples to pay dividends or distributions except distributions, except, in the case of a Subsidiary that is an insured depository institution, for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionssuch regulated entities. The deposit accounts of CharterBank Peoples Bank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Lawlaw, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to Charter’s knowledgethe Knowledge of Peoples, threatened. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBank.

Organization, Standing and Authority. (a) Charter Sunshine is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is a savings and loan holding company within the meaning of the Home Owners’ Loan Act, as amended. Charter Sunshine has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter Sunshine is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on CharterSunshine. Charter Sunshine Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter Sunshine (the “Charter Sunshine Articles”) and the Bylaws By-Laws of Charter Sunshine (the “Charter Sunshine Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter Sunshine to CenterState. (b) CharterBank Savings Bank is CharterSunshine’s sole Subsidiary and (“Sunshine Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Lawlaw, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter Sunshine and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank the Sunshine Subsidiary to pay dividends or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutions. The deposit accounts of CharterBank the Sunshine Subsidiary are insured by the FDIC Federal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Lawlaw, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to CharterSunshine’s knowledge, threatened. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter Sunshine other than CharterBankSunshine Subsidiary.

Organization, Standing and Authority. (a) Charter CenterState is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland Florida and is a savings and loan bank holding company within duly registered under the meaning Bank Holding Company Act of the Home Owners’ Loan Act1956, as amendedamended (“BHC Act”) that has elected to be treated as financial holding company under the BHC Act. Charter CenterState has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter CenterState is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictionsCenterState. True and complete copies of the CenterState Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter CenterState to CenterStateSunshine. (b) CharterBank is Charter’s sole Each Subsidiary and of CenterState (a “CenterState Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Lawlaw, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter CenterState and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank any Subsidiary of CenterState to pay dividends or distributions except under applicable state law or, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionssuch regulated entities. The deposit accounts of CharterBank CenterState Bank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Lawlaw, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to CharterCenterState’s knowledge, threatened. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBank.

Organization, Standing and Authority. (a) Charter NCC is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland Delaware and is a savings and loan bank holding company within duly registered under the meaning Bank Holding Company Act of the Home Owners’ Loan Act1956, as amendedamended (“BHC Act”), that has elected to be treated as a financial holding company under the BHC Act. Charter NCC has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter NCC is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on CharterNCC. Charter NCC Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictionsjurisdictions where NCC is qualified to do business. True and complete copies of the Articles Certificate of Incorporation of Charter NCC (the “Charter ArticlesNCC Certificate”) and the Bylaws of Charter NCC (the “Charter NCC Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter NCC to CenterState. (b) CharterBank Each Subsidiary of NCC is Charter’s sole Subsidiary set forth on NCC Disclosure Schedule Section 3.02(b) (each, an “NCC Subsidiary”) and (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter NCC and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank any Subsidiary of NCC to pay dividends or distributions except as set forth on NCC Disclosure Schedule Section 3.02(b) or, in the case of NBC, for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionsnational banking associations. The deposit accounts of CharterBank NBC are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to CharterNCC’s knowledge, threatened. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter NCC other than CharterBankits Subsidiaries, and NCC has no Subsidiaries other than those set forth on NCC Disclosure Schedule Section 3.02(b).

Organization, Standing and Authority. (a) Charter Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Maryland New Mexico, and is duly registered as a savings and loan bank holding company within under the meaning of the Home Owners’ Loan BHC Act, and has not elected to be a treated as amendeda financial holding company under the GLB Act. Charter Company has the full corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conductedconducted and to own, lease and operate the properties and assets now owned and being operated by it. Charter Company is duly licensed licensed, registered or qualified to do business in each jurisdiction in which its ownership or leasing of property and assets or the nature of the its business conducted by it requires such licensing, registration or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessaryqualification, except where the failure to be so licensed licensed, registered or qualified would not, either individually or in the aggregate, reasonably be likely to not have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete Company, and accurate list of all such jurisdictions. True licenses, registrations and complete copies of the Articles of Incorporation of Charter (the “Charter Articles”) qualifications are in full force and the Bylaws of Charter (the “Charter Bylaws”), as effect in effect as of the date of this Agreement, have previously been made available by Charter to CenterStateall material respects. (b) CharterBank Company Bank is Charter’s sole Subsidiary a national bank, chartered by the OCC, subject to regulation by the OCC. Company Bank has full corporate power and (i) authority to own, lease and operate its properties and assets and to engage in the business and activities now conducted by it. Company Bank is duly organized and validly existing under the laws of its jurisdiction of organizationlicensed, (ii) is duly registered or qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) the State of New Mexico and each other jurisdiction where its ownership or leasing of property and assets or the conduct of its business requires it to be so qualifiedsuch licensing, registration or qualification, except where the failure to be so licensed, registered or qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter Company Bank, and all such licenses, registrations and qualifications, where applicable, are in full force and effect in all material respects. (iiic) has The minute books of Company and each Company Subsidiary (including Company Bank) accurately record in all requisite material respects all corporate power actions of its equityholders and authority board of directors, board of managers, trustees or similar governing body (including any committees with respect thereto), in accordance with the normal business practice of Company or such Company Subsidiary. (d) Company and Company Bank have delivered or otherwise made available to own or lease its properties Parent true, correct and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank to pay dividends or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutions. The deposit accounts of CharterBank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) complete copies of the Federal Deposit Insurance Act articles of 1950, as amended) to the fullest extent permitted by Law, all premiums incorporation and assessments required to be paid in connection therewith have been paid when duebylaws of Company, and no proceedings for all similar organizational and governing documents of each Company Subsidiary (including Company Bank), each as amended to date and in effect as of the termination date hereof. None of such insurance are pending orCompany, to Charter’s knowledgeCompany Bank or any other Company Subsidiary is in violation in any material respect of any of the terms of its articles of incorporation, threatened. There is no Person whose results of operationsbylaws, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBanksimilar organizational or governing documents.

Organization, Standing and Authority. (a) Charter CenterState is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland Florida and is a savings and loan bank holding company within duly registered under the meaning of BHC Act that has elected to be treated as a financial holding company under the Home Owners’ Loan BHC Act, as amended. Charter CenterState has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter CenterState is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictionsCenterState. True and complete copies of the CenterState Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter CenterState Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter CenterState to CenterStateNCC. (b) CharterBank is Charter’s sole Each Subsidiary and of CenterState (a “CenterState Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter CenterState and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank any Subsidiary of CenterState to pay dividends or distributions except under applicable state law or, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionssuch regulated entities. The deposit accounts of CharterBank CenterState Bank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to CharterCenterState’s knowledge, threatened. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBank.

Organization, Standing and Authority. (a) Charter CenterState is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland Florida and is a savings and loan bank holding company within duly registered under the meaning Bank Holding Company Act of the Home Owners’ Loan Act1956, as amendedamended (“BHC Act”) that has elected to be treated as a financial holding company under the BHC Act. Charter CenterState has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter CenterState is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictionsCenterState. True and complete copies of the CenterState Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter CenterState to CenterStateCharter. (b) CharterBank is Charter’s sole Each Subsidiary and of CenterState (a “CenterState Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter CenterState and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank any Subsidiary of CenterState to pay dividends or distributions except under applicable state law or, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all federally chartered savings institutions. The deposit accounts of CharterBank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to Charter’s knowledge, threatened. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBank.regulated

Organization, Standing and Authority. (a) Charter CenterState is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland Florida and is a savings and loan bank holding company within duly registered under the meaning Bank Holding Company Act of the Home Owners’ Loan Act1956, as amendedamended (“BHC Act”) that has elected to be treated as a financial holding company under the BHC Act. Charter CenterState has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter CenterState is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictionsCenterState. True and complete copies of the CenterState Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter CenterState to CenterStateCharter. (b) CharterBank is Charter’s sole Each Subsidiary and of CenterState (a “CenterState Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter CenterState and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank any Subsidiary of CenterState to pay dividends or distributions except under applicable state law or, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionssuch regulated entities. The deposit accounts of CharterBank CenterState Bank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to CharterCenterState’s knowledge, threatened. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBank.

Organization, Standing and Authority. (ai) Charter Peoples is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland Ohio and is a savings and loan financial holding company within duly registered with the meaning of FRB under the Home Owners’ Loan Act, as amendedBHCA. Charter Peoples has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conductedconducted in all material respects. Charter Peoples is duly licensed or qualified to do business and is in each jurisdiction good standing in which the nature any foreign jurisdictions where its ownership or leasing of the business conducted by it property or assets or the character or location conduct of the properties and assets owned or leased by its business requires it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified qualified. (ii) Except, in the case of clauses (B) and (C) only, as would notnot reasonably be likely to have, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list Peoples, each Subsidiary of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter Peoples (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (iA) is duly organized and validly existing under the laws of its jurisdiction of organization, (iiB) is duly licensed or qualified to do business and, where such concept is recognized under applicable Lawlaw, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership ownership, leasing or leasing operation of property or the conduct of its business requires it to be so qualified, except where the failure to be so licensed or qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter good standing and (iiiC) has all requisite corporate power and authority to own own, lease or lease operate its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank any Subsidiary of Peoples to pay dividends or distributions except distributions, except, in the case of a Subsidiary that is an insured depository institution, for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionssuch regulated entities. The deposit accounts of CharterBank Peoples Bank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Lawlaw, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to Charter’s knowledgethe knowledge of Peoples, threatened. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBank.

Organization, Standing and Authority. (a) Charter UBB is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is a federally chartered savings and loan holding company within the meaning of the Home Owners’ Loan Act, as amended. Charter has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (i) is bank duly organized and validly existing under the laws of its jurisdiction of organization, (ii) the United States that is duly authorized by the OCC to conduct business as a federal savings bank. UBB is duly licensed or qualified to do business and, where such concept and is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be likelymaterially impair the ability of UBB to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. UBB has in effect all federal, either individually or in the aggregatestate, to have a Material Adverse Effect on Charter local and (iii) has all requisite corporate power and authority foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted. There are no restrictions on , except where the failure to be so authorized would not materially impair the ability of CharterBank UBB to pay dividends perform its obligations under this Agreement or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionsotherwise materially impede the consummation of the transactions contemplated hereby. The deposit accounts of CharterBank UBB are insured by the FDIC through FDIC, in the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) manner and to the fullest maximum extent permitted provided by Lawapplicable law, and UBB has paid all deposit insurance premiums and assessments required by applicable laws and regulations. FULB is a corporation duly organized and validly existing under the laws of the State of California. FULB is duly registered as a savings and loan holding company under HOLA. FULB has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, except where the failure to be paid in connection therewith so authorized would not materially impair the ability of FULB to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. The copies of the UBB Charter, the FULB Articles, the UBB Bylaws, the FULB Bylaws, and the other governing documents of UBB and FULB which have been paid when duepreviously made available to BAY are true, complete and no proceedings for the termination correct copies of such insurance are pending ordocuments as in effect on the date of this Agreement. The minute books of UBB and FULB contain true, to Charter’s knowledgecomplete and correct records in all material respects of all meetings and other material corporate actions held or taken by its board of directors (including committees of its board of directors), threatened. There is no Person whose results as well as the shareholders of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in UBB and FULB through the financial statements of Charter other than CharterBankdate hereof.

Organization, Standing and Authority. (ai) Charter Premier Financial is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of Maryland Kentucky and is a savings and loan financial holding company within duly registered with the meaning of FRB under the Home Owners’ Loan Act, as amendedBHCA. Charter Premier Financial has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conductedconducted in all material respects. Charter Premier is duly licensed or qualified to do business and is in each jurisdiction good standing in which the nature any foreign jurisdictions where its ownership or leasing of the business conducted by it property or assets or the character or location conduct of the properties and assets owned or leased by its business requires it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified qualified. Section 5.01(a)(i) of the Premier Financial Disclosure Schedule sets forth the foreign jurisdictions in which Premier Financial conducts business. (ii) Except, in the case of clauses (B) and (C) only, as would notnot reasonably be likely to have, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list Premier Financial, each Subsidiary of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter Premier Financial (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (iA) is duly organized and validly existing under the laws of its jurisdiction of organization, (iiB) is duly licensed or qualified to do business and, where such concept is recognized under applicable Lawlaw, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership ownership, leasing or leasing operation of property or the conduct of its business requires it to be so qualified, except where the failure to be so licensed or qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter good standing and (iiiC) has all requisite corporate power and authority to own own, lease or lease operate its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank any Subsidiary of Premier Financial to pay dividends or distributions except distributions, except, in the case of a Subsidiary that is an insured depository institution, for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionssuch regulated entities. The deposit accounts of CharterBank each Subsidiary of Premier Financial that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Lawlaw, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to Charter’s knowledgethe Knowledge of Premier Financial, threatened. There is no Person whose results Section 5.01(a)(ii) of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements Premier Financial Disclosure Schedule sets forth a true and complete list of Charter other than CharterBankall Subsidiaries of Premier Financial as of the date hereof.

Organization, Standing and Authority. (ai) Charter CNNB is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is a savings and loan holding company within duly registered with the meaning of the Home Owners’ Loan Act, as amendedFRB under HOLA. Charter CNNB has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter CNNB is duly licensed or qualified to do business and is in each jurisdiction good standing in which the nature any foreign jurisdictions where its ownership or leasing of the business conducted by it property or assets or the character or location conduct of the properties and assets owned or leased by its business requires it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified qualified. Section 5.01(a)(i) of the CNNB Disclosure Schedule sets forth the foreign jurisdictions in which CNNB conducts business. (ii) Except, in the case of clauses (B) and (C) only, as would notnot reasonably be likely to have, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list CNNB, each Subsidiary of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter CNNB (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (iA) is duly organized and validly existing under the laws of its jurisdiction of organization, (iiB) is duly licensed or qualified to do business and, where such concept is recognized under applicable Lawlaw, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership ownership, leasing or leasing operation of property or the conduct of its business requires it to be so qualified, except where the failure to be so licensed or qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter good standing and (iiiC) has all requisite corporate power and authority to own own, lease or lease operate its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank any Subsidiary of CNNB to pay dividends or distributions except distributions, except, in the case of a Subsidiary that is an insured depository institution, for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionssuch regulated entities. The deposit accounts of CharterBank Cincinnati Federal are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Lawlaw, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to Charter’s knowledgethe knowledge of CNNB, threatened. There is no Person whose results Section 5.01(a)(ii) of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements CNNB Disclosure Schedule sets forth a true and complete list of Charter other than CharterBankall Subsidiaries of CNNB as of the date hereof.

Organization, Standing and Authority. (a) Charter Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland Florida and is a savings and loan bank holding company within duly registered under the meaning of BHC Act that has elected to be treated as financial holding company under the Home Owners’ Loan BHC Act, as amended. Charter Purchaser has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter Purchaser is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictions. True and complete copies of the Purchaser Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter Purchaser to CenterStateCompany. (b) CharterBank is Charter’s sole Each Subsidiary and of Purchaser (the “Purchaser Subsidiaries”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Lawlaw, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter Purchaser and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank any Subsidiary of Purchaser to pay dividends or distributions except under applicable state law or, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionssuch regulated entities. The deposit accounts of CharterBank Purchaser Bank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Lawlaw, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to CharterPurchaser’s knowledge, threatened. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBank.

Organization, Standing and Authority. (a) Charter BANK is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is a savings and loan holding company within the meaning of the Home Owners’ Loan Act, as amended. Charter has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (i) is state-chartered Federal Reserve member bank duly organized and validly existing under the laws of its jurisdiction the State of organization, (ii) New Mexico that is duly authorized by the NMFID to conduct business as a bank. BANK is duly licensed or qualified to do business and, where such concept and is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be likelymaterially impair the ability of BANK to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. BANK has in effect all federal, either individually or in the aggregatestate, to have a Material Adverse Effect on Charter local and (iii) has all requisite corporate power and authority foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted. There are no restrictions on , except where the failure to be so authorized would not materially impair the ability of CharterBank BANK to pay dividends perform its obligations under this Agreement or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionsotherwise materially impede the consummation of the transactions contemplated hereby. The deposit accounts of CharterBank BANK are insured by the FDIC through FDIC, in the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) manner and to the fullest maximum extent permitted provided by Lawapplicable law, and BANK has paid all deposit insurance premiums and assessments required by applicable laws and regulations. BFC is a corporation duly organized and validly existing under the laws of the State of New Mexico. BFC is duly registered as a bank holding company under the Federal Reserve Act. BFC has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, except where the failure to be paid in connection therewith so authorized would not materially impair the ability of BFC to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. The copies of the BANK Articles, the BFC Articles, the BANK Bylaws, the BFC Bylaws, and the other governing documents of BANK and BFC which have been paid when duepreviously made available to BCML are true, complete and no proceedings for the termination correct copies of such insurance are pending ordocuments as in effect on the date of this Agreement. The minute books of BANK and BFC contain true, to Charter’s knowledgecomplete and correct records in all material respects of all meetings and other material corporate actions held or taken by its board of directors (including committees of its board of directors), threatened. There is no Person whose results as well as the shareholders of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in BANK and BFC through the financial statements of Charter other than CharterBankdate hereof.

Organization, Standing and Authority. (ai) Charter SCB is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is a savings and loan holding company within the meaning of the Home Owners’ Loan Act, as amendedCalifornia. Charter has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter SCB is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be likely, either individually or in the aggregate, expected to have a Material Adverse Effect Effect, materially impair the ability of SCB to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. SCB is registered as a bank holding company under the Bank Holding Company Act. The copies of the SCB Articles, the SCB Bylaws, and other governing documents of SCB which have been previously made available to BSCA are true, complete, and correct copies of such documents as in effect on Charter the date of this Agreement. (ii) BOSC is a national banking association duly organized and (iii) validly existing under the Laws of the United States of America and it is duly authorized by the OCC to conduct business as a commercial bank. BOSC is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect, materially impair the ability of BOSC to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. BOSC has in effect all requisite corporate power federal, state, local and authority foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted. There are no restrictions on , except where the failure to be so authorized would not reasonably be expected to have a Material Adverse Effect, materially impair the ability of CharterBank BOSC to pay dividends perform its obligations under this Agreement or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionsotherwise materially impede the consummation of the transactions contemplated hereby. The deposit Deposit accounts of CharterBank BOSC are insured by the FDIC through FDIC, in the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) manner and to the fullest maximum extent permitted provided by applicable Law, and BOSC has paid all Deposit insurance premiums and assessments required to be paid in connection therewith by applicable Laws and regulations. The copies of the BOSC Articles, the BOSC Bylaws, and other governing documents of BOSC which have been paid when duepreviously made available to BSCA are true, complete, and no proceedings for the termination correct copies of such insurance are pending or, to Charter’s knowledge, threatened. There is no Person whose results documents as in effect on the date of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBankthis Agreement.

Organization, Standing and Authority. (ai) Charter The Company is duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not have nor reasonably be expected to have a corporation Material Adverse Effect on the Company. The Company has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as now conducted. The copies of the Company Articles and the Company Bylaws which have previously been made available to Parent and publicly filed with the SEC are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Bank Subsidiary is duly organized, validly existing and in good standing under the laws of the State United States of Maryland America and is a savings and loan holding company within the meaning of the Home Owners’ Loan Act, as amended. Charter has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept and is recognized under applicable Law, in good standing in all the jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified. Bank Subsidiary has in effect all federal, except where the failure to be so qualified would not reasonably be likelystate, either individually or in the aggregate, to have a Material Adverse Effect on Charter local and (iii) has all requisite corporate power and authority foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank to pay dividends or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutions. The deposit accounts of CharterBank Bank Subsidiary are insured by the FDIC through in the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) manner and to the fullest maximum extent permitted provided by Lawapplicable law, and Bank Subsidiary has paid all deposit insurance premiums and assessments required to be paid in connection therewith by applicable laws and regulations. The copies of the Bank Subsidiary Charter and Bank Subsidiary Bylaws that have been paid when duemade available to Parent are true, complete and no proceedings for the termination correct copies of such insurance are pending or, to Charter’s knowledge, threatened. There is no Person whose results documents as in effect on the date of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBankthis Agreement.

Organization, Standing and Authority. (a) Charter Holding has been duly incorporated and is a corporation duly organized, validly existing and corporation in good standing under the laws of the State of Maryland and is a savings and loan holding company within the meaning of the Home Owners’ Loan Act, as amendedDelaware. Charter Holding has the all requisite corporate power and authority to own or own, operate, lease all of its properties and assets and to carry on its business as it is now being currently conducted. Charter Holding is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction listed on Section 5.1(a) of the Selling Companies Disclosure Schedule and each other jurisdiction in which the nature character of its properties or in which the transaction of its business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would notnot reasonably be expected to have, either individually or in the aggregate, reasonably be likely to have a Selling Companies Material Adverse Effect on CharterEffect. Charter Disclosure Schedule Section 3.02(a) sets forth a Copies of the Holding Certificate of Incorporation and the by-laws of Holding, each as amended to date and made available to Parent’s and Merger Subs’ counsel, are complete and accurate list correct, and no amendments thereto are pending, and Holding is not in violation of all such jurisdictions. True and complete copies any term of the Articles Holding Certificate of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterStateor its by-laws. (b) CharterBank The Company has been duly incorporated and is Charter’s sole Subsidiary and (i) is duly organized and a validly existing corporation in good standing under the laws of Delaware. The Company has all requisite corporate power and authority to own, operate, lease its jurisdiction of organization, (ii) properties and carry on its business as currently conducted. The Company is duly licensed or qualified to do business and, where such concept as a foreign corporation and is recognized under applicable Law, in good standing under the laws of each jurisdiction listed on Section 5.1(b) of the Selling Companies Disclosure Schedule and each other jurisdiction in all jurisdictions (whether federal, state, local which the character of its properties or foreign) where its ownership or leasing of property or in which the conduct transaction of its business requires it to be so qualifiedmakes such qualification necessary, except where the failure to be so licensed or qualified would not reasonably be likelyexpected to have, either individually or in the aggregate, to have a Selling Companies Material Adverse Effect on Charter Effect. Copies of the Company Certificate of Incorporation and the by-laws of the Company, each as amended to date and made available to Parent’s and Merger Subs’ counsel, are complete and correct, and no amendments thereto are pending, and the Company is not in violation of any term of the Company Certificate of Incorporation or its by-laws. (iiic) Fluent has been duly incorporated and is a validly existing corporation in good standing under the laws of Delaware. Fluent has all requisite corporate power and authority to own or own, operate, lease its properties and assets and to carry on its business as now currently conducted. There are no restrictions Fluent is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction listed on the ability of CharterBank to pay dividends or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutions. The deposit accounts of CharterBank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y5.1(c) of the Federal Deposit Insurance Act Selling Companies Disclosure Schedule and each other jurisdiction in which the character of 1950its properties or in which the transaction of its business makes such qualification necessary, as amended) to except where the fullest extent permitted by Law, all premiums and assessments required failure to be paid so licensed or qualified would not reasonably be expected to have, individually or in connection therewith have been paid when duethe aggregate, a Selling Companies Material Adverse Effect. Copies of the Fluent Certificate of Incorporation and the by-laws of Fluent, each as amended to date and made available to Parent’s and Merger Subs’ counsel, are complete and correct, and no proceedings for amendments thereto are pending, and Fluent is not in violation of any term of the termination Fluent Certificate of such insurance are pending orIncorporation or its by-laws. (d) The Selling Companies have the respective corporate power and authority to execute and deliver this Agreement, the respective Certificates of Merger and any other agreement, certificate or instrument to be executed and delivered pursuant to the terms of this Agreement, to Charter’s knowledgeperform their respective obligations hereunder and thereunder, threatenedand to consummate the transactions contemplated hereby and thereby. There is no Person whose results The execution and delivery of operationsthis Agreement, cash flowsthe performance by the Selling Companies of their respective obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Selling Companies Boards and, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBankthe Stockholder Written Consents, no other corporate proceeding or approval on the part of the Selling Companies or any of their Stockholders is required to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly and validly executed and delivered by the Selling Companies and, assuming the due authorization, execution and delivery of this Agreement by each of the other parties hereto, constitutes a legal, valid and binding obligation of each of the Selling Companies, enforceable against the Selling Companies in accordance with its terms.

Organization, Standing and Authority. (a1) Charter Parent has been duly organized and is a an existing banking corporation in good standing under the laws of Australia. (2) HSL and HSI have been duly organized, validly incorporated and are existing and corporations in good standing under the laws of the State States of Maryland Florida and Delaware, respectively. Each of the Selling Subsidiaries has been duly incorporated or organized and is a savings and loan holding company within an existing corporation in good standing under the meaning laws of its respective jurisdiction of organization. (3) Each of the Home Owners’ Loan Act, as amended. Charter Selling Companies has the corporate requisite power and authority to own or lease all of its properties and current assets and to carry on its business as it is now being currently conducted. Charter , and is duly licensed or qualified to do business in each jurisdiction in which where the nature ownership or operation of the business conducted by it or the character or location of the properties its property and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, such qualification except in those jurisdictions where the failure to be so qualified qualify would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter Effect. (4) Parent owns beneficially all of the capital stock of HSI, free and (iii) has clear of all requisite corporate power Liens. HSI owns of record and authority to own beneficially all of the capital stock of HSL, free and clear of all Liens. HSI or lease its properties another Selling Subsidiary owns of record and assets beneficially all of the capital stock of each Selling Subsidiary, free and to carry on its business as now conductedclear of all Liens. There are no subscriptions, options, warrants, calls, commitments, preemptive rights or other rights of any kind outstanding for the purchase of, nor any securities convertible or exchangeable for, any equity interests of HSI, HSL or any Selling Subsidiary. There are no restrictions on upon the ability of CharterBank to pay dividends or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutions. The deposit accounts of CharterBank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) voting of the Federal Deposit Insurance Act capital stock of 1950HSI, as amendedHSL or any Selling Subsidiary. Other than HSL, the Selling Subsidiaries, the Acquired Subsidiary, Homeside Global MBS Manager, Inc., Homeside Mortgage Securities, Inc. and Mortgage Electronic Registration Systems there are no Persons in which HSI, HSL or any Selling Subsidiary owns, of record or beneficially, any direct or indirect equity interest or other interest or right. (5) to HSL owns of record and beneficially all of the fullest extent permitted by Law, Shares of Capital Stock of the Acquired Subsidiary and all premiums and assessments required to be paid in connection therewith such Shares have been duly and validly authorized and issued and are fully paid when due, and no proceedings for the termination of such insurance are pending or, to Charter’s knowledge, threatened. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBanknon-assessable.

Organization, Standing and Authority. (a) Charter UBB is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is a savings and loan holding company within the meaning of the Home Owners’ Loan Act, as amended. Charter has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (i) is bank duly organized and validly existing under the laws of its jurisdiction the State of organization, (ii) California that is duly authorized by the DBO to conduct business as a commercial bank. UBB is duly licensed or qualified to do business and, where such concept and is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be likelymaterially impair the ability of UBB to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. UBB has in effect all federal, either individually or in the aggregatestate, to have a Material Adverse Effect on Charter local and (iii) has all requisite corporate power and authority foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted. There are no restrictions on , except where the failure to be so authorized would not materially impair the ability of CharterBank UBB to pay dividends perform its obligations under this Agreement or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionsotherwise materially impede the consummation of the transactions contemplated hereby. The deposit accounts of CharterBank UBB are insured by the FDIC through FDIC, in the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) manner and to the fullest maximum extent permitted provided by Lawapplicable law, and UBB has paid all deposit insurance premiums and assessments required to be paid in connection therewith by applicable laws and regulations. BCML is a corporation duly organized and validly existing under the laws of the State of California and is duly registered as a bank holding company under the BHCA. The copies of the UBB Articles, BCML Articles, UBB Bylaws and BCML Bylaws, and the other governing documents of UBB and BCML which have been paid when duepreviously made available to BFC are true, complete and no proceedings for the termination correct copies of such insurance are pending ordocuments as in effect on the date of this Agreement. The minute books of UBB and BCML, to Charter’s knowledgerespectively, threatened. There is no Person whose results contain true, complete and correct records in all material respects of operationsall meetings and other material corporate actions held or taken by its board of directors (including committees of its board of directors), cash flows, changes in shareholders’ equity or financial position are consolidated in as well as the financial statements shareholders of Charter other than CharterBankUBB and BCML through the date hereof.

Organization, Standing and Authority. (a) Charter CFB is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland California. CFB is duly registered with the Federal Reserve Board as a bank holding company under the BHCA and meets the applicable requirements for qualification as such. Community 1st Bank is a savings bank duly organized and loan holding company within validly existing under the meaning laws of the Home Owners’ Loan ActState of California that is duly authorized by the DBO to conduct business as a commercial bank. Each other Subsidiary of CFB is a corporation, as amended. Charter has limited liability company or other entity duly organized, validly existing and in good standing under the corporate power and authority to own or lease all Laws of the jurisdiction of its properties organization. CFB and assets and to carry on each of its business as it Subsidiaries is now being conducted. Charter is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature where its ownership or leasing of the business conducted by it property or assets or the character conduct of its business requires it to be so licensed or location of the properties and assets owned or leased by it makes such licensing or qualification necessaryqualified, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, not have nor reasonably be likely expected to have a Material Adverse Effect on CharterCFB. Charter Disclosure Schedule Section 3.02(a) sets forth a complete CFB and accurate list each of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as its Subsidiaries has in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires and foreign governmental authorizations necessary for it to be so qualified, except where the failure to be so qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on , except where the failure to be so authorized would not materially impair the ability of CharterBank CFB to pay dividends perform its obligations under this Agreement or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionsotherwise materially impede consummation of the transactions contemplated hereby. The deposit accounts of CharterBank Community 1st Bank are insured by the FDIC through FDIC, in the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) manner and to the fullest maximum extent permitted provided by Lawapplicable law, and Community 1st Bank has paid all deposit insurance premiums and assessments required to be paid in connection therewith by applicable laws and regulations. The copies of the CFB Articles, CFB Bylaws and the other governing documents of CFB and its Subsidiaries which have been paid when duepreviously made available to FFI are true, complete and no proceedings for the termination correct copies of such insurance are pending ordocuments as in effect on the date of this Agreement. The minute books of CFB and its Subsidiaries contain true, to Charter’s knowledgecomplete and correct records in all material respects of all meetings and other corporate actions held or taken by their respective boards of directors (including committees of their respective boards of directors), threatened. There is no Person whose results as well as the shareholders of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in CFB and its Subsidiaries through the financial statements of Charter other than CharterBankdate hereof.

Organization, Standing and Authority. (ai) Charter EFBI is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is a savings and loan bank holding company within duly registered with the meaning of the Home Owners’ Loan Act, as amendedFRB under BHCA. Charter EFBI has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter EFBI is duly licensed or qualified to do business and is in each jurisdiction good standing in which the nature any foreign jurisdictions where its ownership or leasing of the business conducted by it property or assets or the character or location conduct of the properties and assets owned or leased by its business requires it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified qualified. Section 5.01(a)(i) of the EFBI Disclosure Schedule sets forth the foreign jurisdictions in which EFBI conducts business. (ii) Except, in the case of clauses (B) and (C) only, as would notnot reasonably be likely to have, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list EFBI, each Subsidiary of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter EFBI (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (iA) is duly organized and validly existing under the laws of its jurisdiction of organization, (iiB) is duly licensed or qualified to do business and, where such concept is recognized under applicable Lawlaw, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership ownership, leasing or leasing operation of property or the conduct of its business requires it to be so qualified, except where the failure to be so licensed or qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter good standing and (iiiC) has all requisite corporate power and authority to own own, lease or lease operate its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank any Subsidiary of EFBI to pay dividends or distributions except distributions, except, in the case of a Subsidiary that is an insured depository institution, for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionssuch regulated entities. The deposit accounts of CharterBank Eagle Bank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Lawlaw, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to Charter’s knowledgethe knowledge of EFBI, threatened. There is no Person whose results Section 5.01(a)(ii) of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements EFBI Disclosure Schedule sets forth a true and complete list of Charter other than CharterBankall Subsidiaries of EFBI as of the date hereof.

Organization, Standing and Authority. (a) Charter CWBC is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland California. CWBC is duly registered with the Federal Reserve Board as a bank holding company under the BHCA and meets the applicable requirements for qualification as such. Community West Bank is a savings and loan holding company within the meaning of the Home Owners’ Loan Act, as amended. Charter has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (i) is national banking association duly organized and validly existing under the laws Law of its jurisdiction the United States and a member of organizationthe FHLB. The deposit accounts of Community West Bank are insured by the FDIC, (ii) is duly qualified in the manner and to do business and, where such concept is recognized under the maximum extent provided by applicable Law, and Community West Bank has paid all deposit insurance premiums and assessments required by applicable Law; and no proceedings for the termination or revocation of such insurance are pending, or to the Knowledge of CWBC or Community West Bank, threatened. Each other Subsidiary of CWBC is a corporation, limited liability company or other entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. The copies of the CWBC Articles, CWBC Bylaws and the other governing documents of CWBC and its Subsidiaries which have previously been made available to CVCY are true, complete and correct copies of such documents as in effect on the date of this Agreement. CWBC and its Subsidiaries have in effect all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires and foreign governmental authorizations necessary for it to be so qualified, except where the failure to be so qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions CWBC and each of its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not have nor reasonably be expected to have a Material Adverse Effect on the ability of CharterBank to pay dividends or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionsCWBC. The deposit accounts minute books of CharterBank are insured CWBC and its Subsidiaries contain true, complete and correct records in all material respects of all meetings and other corporate actions held or taken by their respective board of directors (including committees of their respective boards of directors), as well as the FDIC shareholders of CWBC and its Subsidiaries through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to Charter’s knowledge, threateneddate hereof. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBank.BN 79011068v1

Organization, Standing and Authority. (ai) Charter Premier Financial is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of Maryland Kentucky and is a savings and loan financial holding company within duly registered with the meaning of FRB under the Home Owners’ Loan Act, as amendedBHCA. Charter Premier Financial has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conductedconducted in all material respects. Charter Premier is duly licensed or qualified to do business and is in each jurisdiction good standing in which the nature any foreign jurisdictions where its ownership or leasing of the business conducted by it property or assets or the character or location conduct of the properties and assets owned or leased by its business requires it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified qualified. Section 5.01(a)(i) of the Premier Financial Disclosure Schedule sets forth the foreign jurisdictions in which Premier Financial conducts business. (ii) Except, in the case of clauses (B) and (C) only, as would notnot reasonably be likely to have, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list Premier Financial, each Subsidiary of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter Premier Financial (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (iA) is duly organized and validly existing under the laws of its jurisdiction of organization, (iiB) is duly licensed or qualified to do business and, where such concept is recognized under applicable Lawlaw, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership ownership, leasing or leasing operation of property or the conduct of its business requires it to be so qualified, except where the failure to be so licensed or qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter good standing and (iiiC) has all requisite corporate power and authority to own own, lease or lease operate its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank any Subsidiary of Premier Financial to pay dividends or distributions except distributions, except, in the case of a Subsidiary that is an insured depository institution, for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionssuch regulated entities. The deposit accounts of CharterBank each Subsidiary of Premier Financial that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Lawlaw, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to Charter’s knowledgethe Knowledge of Premier Table of Contents Financial, threatened. There is no Person whose results Section 5.01(a)(ii) of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements Premier Financial Disclosure Schedule sets forth a true and complete list of Charter other than CharterBankall Subsidiaries of Premier Financial as of the date hereof.

Organization, Standing and Authority. (ai) Charter NCB is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland California and is registered as a savings and loan bank holding company within under the meaning of the Home Owners’ Loan Bank Holding Company Act, as amended. Charter has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter NCB is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be likely, either individually or in the aggregate, expected to have a Material Adverse Effect Effect, materially impair the ability of NCB to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby; provided, however. The copies of the NCB Articles, the NCB Bylaws, and the other governing documents of NCB which have been previously made available to PCB are true, complete and correct copies of such documents as in effect on Charter the date of this Agreement. (ii) The Bank is a California state-chartered commercial bank duly organized and (iii) validly existing under the Laws of the State of California and it is duly authorized by the DFPI to conduct business as a state-chartered commercial bank. The Bank is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect, materially impair the ability NCB to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. The Bank has in effect all requisite corporate power federal, state, local and authority foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted. There are no restrictions on , except where the failure to be so authorized would not reasonably be expected to have a Material Adverse Effect, materially impair the ability of CharterBank NCB to pay dividends perform its obligations under this Agreement or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionsotherwise materially impede the consummation of the transactions contemplated hereby. The deposit accounts of CharterBank the Bank are insured by the FDIC through FDIC, in the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) manner and to the fullest maximum extent permitted provided by applicable Law, and the Bank has paid all deposit insurance premiums and assessments required to be paid in connection therewith by applicable Laws and regulations. The copies of the Bank Articles, the Bank Bylaws, and the other governing documents of the Bank which have been paid when duepreviously made available to PCB are true, complete and no proceedings for the termination correct copies of such insurance are pending or, to Charter’s knowledge, threatened. There is no Person whose results documents as in effect on the date of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBankthis Agreement.

Organization, Standing and Authority. (a) Charter PBB is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland California. PBB is duly registered with the Federal Reserve Board as a bank holding company under the BHCA and meets the applicable requirements for qualification as such. Premier Business Bank is a savings bank duly organized and loan holding company within validly existing under the meaning laws of the Home Owners’ Loan ActState of California that is duly authorized by the DBO to conduct business as a commercial bank. Each other Subsidiary of PBB is a corporation, as amended. Charter has limited liability company or other entity duly organized, validly existing and in good standing under the corporate power and authority to own or lease all Laws of the jurisdiction of its properties organization. PBB and assets and to carry on each of its business as it Subsidiaries is now being conducted. Charter is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature where its ownership or leasing of the business conducted by it property or assets or the character conduct of its business requires it to be so licensed or location of the properties and assets owned or leased by it makes such licensing or qualification necessaryqualified, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, not have nor reasonably be likely expected to have a Material Adverse Effect on CharterPBB. Charter Disclosure Schedule Section 3.02(a) sets forth a complete PBB and accurate list each of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as its Subsidiaries has in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires and foreign governmental authorizations necessary for it to be so qualified, except where the failure to be so qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on , except where the failure to be so authorized would not materially impair the ability of CharterBank PBB to pay dividends perform its obligations under this Agreement or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionsotherwise materially impede consummation of the transactions contemplated hereby. The deposit accounts of CharterBank Premier Business Bank are insured by the FDIC through FDIC, in the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) manner and to the fullest maximum extent permitted provided by Lawapplicable law, and Premier Business Bank has paid all deposit insurance premiums and assessments required to be paid in connection therewith by applicable laws and regulations. The copies of the PBB Articles, PBB Bylaws and the other governing documents of PBB and its Subsidiaries which have been paid when duepreviously made available to FFI are true, complete and no proceedings for the termination correct copies of such insurance are pending ordocuments as in effect on the date of this Agreement. The minute books of PBB and its Subsidiaries contain true, to Charter’s knowledgecomplete and correct records in all material respects of all meetings and other corporate actions held or taken by their respective boards of directors (including committees of their respective boards of directors), threatened. There is no Person whose results as well as the shareholders of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in PBB and its Subsidiaries through the financial statements of Charter other than CharterBankdate hereof.

Organization, Standing and Authority. (a) Charter Feather River is a corporation corporation, duly organized, validly existing and in good standing under the laws Laws of the State of Maryland Delaware. Feather River is duly registered with the Federal Reserve Board as a bank holding company under the BHCA and meets the applicable requirements for qualification as such. Bank of Feather River is a savings bank duly organized and loan holding company within validly existing under the meaning Laws of the Home Owners’ Loan ActState of California that is duly authorized by the DFPI to conduct business as a commercial bank. Each other Subsidiary of Feather River is a corporation, as amended. Charter has limited liability company or other entity duly organized, validly existing and in good standing under the corporate power and authority to own or lease all Laws of the jurisdiction of its properties organization. Feather River and assets and to carry on each of its business as it Subsidiaries is now being conducted. Charter is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature where its ownership or leasing of the business conducted by it property or assets or the character conduct of its business requires it to be so licensed or location of the properties and assets owned or leased by it makes such licensing or qualification necessaryqualified, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, not have nor reasonably be likely expected to have a Material Adverse Effect on CharterFeather River. Charter Disclosure Schedule Section 3.02(a) sets forth a complete Feather River and accurate list each of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as its Subsidiaries has in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires and foreign governmental authorizations necessary for it to be so qualified, except where the failure to be so qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on , except where the failure to be so authorized would not materially impair the ability of CharterBank Feather River to pay dividends perform its obligations under this Agreement or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionsotherwise materially impede consummation of the transactions contemplated hereby. The deposit accounts of CharterBank Bank of Feather River are insured by the FDIC FDIC, in the manner and to the maximum extent provided by applicable Law, and Bank of Feather River has paid all deposit insurance premiums and material assessments required by applicable Laws. The copies of the Feather River Charter, Feather River Bylaws and the other governing documents of Feather River and its Subsidiaries which have been previously made available to Plumas are true, complete and correct copies of such documents as in effect on the date of this Agreement. The minute books of Feather River and its Subsidiaries contain true, complete and correct records in all material respects of all meetings and other corporate actions held or taken by their respective boards of directors (including committees of their respective boards of directors), as well as the shareholders of Feather River and its Subsidiaries through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to Charter’s knowledge, threatened. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBankdate hereof.

Organization, Standing and Authority. (a) Charter CWBC is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland California. CWBC is duly registered with the Federal Reserve Board as a bank holding company under the BHCA and meets the applicable requirements for qualification as such. Community West Bank is a savings and loan holding company within the meaning of the Home Owners’ Loan Act, as amended. Charter has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (i) is national banking association duly organized and validly existing under the laws Law of its jurisdiction the United States and a member of organizationthe FHLB. The deposit accounts of Community West Bank are insured by the FDIC, (ii) is duly qualified in the manner and to do business and, where such concept is recognized under the maximum extent provided by applicable Law, and Community West Bank has paid all deposit insurance premiums and assessments required by applicable Law; and no proceedings for the termination or revocation of such insurance are pending, or to the Knowledge of CWBC or Community West Bank, threatened. Each other Subsidiary of CWBC is a corporation, limited liability company or other entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. The copies of the CWBC Articles, CWBC Bylaws and the other governing documents of CWBC and its Subsidiaries which have previously been made available to CVCY are true, complete and correct copies of such documents as in effect on the date of this Agreement. CWBC and its Subsidiaries have in effect all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires and foreign governmental authorizations necessary for it to be so qualified, except where the failure to be so qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions CWBC and each of its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not have nor reasonably be expected to have a Material Adverse Effect on the ability of CharterBank to pay dividends or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionsCWBC. The deposit accounts minute books of CharterBank are insured CWBC and its Subsidiaries contain true, complete and correct records in all material respects of all meetings and other corporate actions held or taken by their respective board of directors (including committees of their respective boards of directors), as well as the FDIC shareholders of CWBC and its Subsidiaries through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to Charter’s knowledge, threatened. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBankdate hereof.

Organization, Standing and Authority. (a) Charter Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland Florida and is a savings and loan bank holding company within duly registered under the meaning Bank Holding Company Act of the Home Owners’ Loan Act1956, as amendedamended (“BHC Act”). Charter Company has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Company Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter Company (the “Charter Company Articles”) and the Bylaws By-Laws of Charter Company (the “Charter Company Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter Company to CenterStatePurchaser. (b) CharterBank is Charter’s sole Company Disclosure Schedule Section 3.02(b) identifies each Subsidiary and of the Company. Each Subsidiary of Company (“Company Subsidiaries”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable Lawlaw, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not reasonably be likely, either individually or in the aggregate, to have a Material Adverse Effect on Charter Company, and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. There are no restrictions on the ability of CharterBank the Company’s Subsidiaries to pay dividends or distributions except for restrictions on dividends or distributions generally applicable to all federally Florida chartered savings financial institutions. The deposit accounts of CharterBank the Selling Bank are insured by the FDIC Federal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) to the fullest extent permitted by Lawlaw, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or, to CharterCompany’s knowledge, threatened. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter Company other than CharterBankthe Company’s Subsidiaries.

Organization, Standing and Authority. (a) Charter Holding has been duly incorporated and is a corporation duly organized, validly existing and corporation in good standing under the laws of the State of Maryland and is a savings and loan holding company within the meaning of the Home Owners’ Loan Act, as amendedDelaware. Charter Holding has the all requisite corporate power and authority to own or own, operate, lease all of its properties and assets and to carry on its business as it is now being currently conducted. Charter Holding is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction listed on Section 5.1(a) of the Selling Companies Disclosure Schedule and each other jurisdiction in which the nature character of its properties or in which the transaction of its business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would notnot reasonably be expected to have, either individually or in the aggregate, reasonably be likely to have a Selling Companies Material Adverse Effect on CharterEffect. Charter Disclosure Schedule Section 3.02(a) sets forth a Copies of the Holding Certificate of Incorporation and the by-laws of Holding, each as amended to date and made available to Parent's and Merger Subs' counsel, are complete and accurate list correct, and no amendments thereto are pending, and Holding is not in violation of all such jurisdictions. True and complete copies any term of the Articles Holding Certificate of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterStateor its by-laws. (b) CharterBank The Company has been duly incorporated and is Charter’s sole Subsidiary and (i) is duly organized and a validly existing corporation in good standing under the laws of Delaware. The Company has all requisite corporate power and authority to own, operate, lease its jurisdiction of organization, (ii) properties and carry on its business as currently conducted. The Company is duly licensed or qualified to do business and, where such concept as a foreign corporation and is recognized under applicable Law, in good standing under the laws of each jurisdiction listed on Section 5.1(b) of the Selling Companies Disclosure Schedule and each other jurisdiction in all jurisdictions (whether federal, state, local which the character of its properties or foreign) where its ownership or leasing of property or in which the conduct transaction of its business requires it to be so qualifiedmakes such qualification necessary, except where the failure to be so licensed or qualified would not reasonably be likelyexpected to have, either individually or in the aggregate, to have a Selling Companies Material Adverse Effect on Charter Effect. Copies of the Company Certificate of Incorporation and the by-laws of the Company, each as amended to date and made available to Parent's and Merger Subs' counsel, are complete and correct, and no amendments thereto are pending, and the Company is not in violation of any term of the Company Certificate of Incorporation or its by-laws. (iiic) Fluent has been duly incorporated and is a validly existing corporation in good standing under the laws of Delaware. Fluent has all requisite corporate power and authority to own or own, operate, lease its properties and assets and to carry on its business as now currently conducted. There are no restrictions Fluent is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction listed on the ability of CharterBank to pay dividends or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutions. The deposit accounts of CharterBank are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y5.1(c) of the Federal Deposit Insurance Act Selling Companies Disclosure Schedule and each other jurisdiction in which the character of 1950its properties or in which the transaction of its business makes such qualification necessary, as amended) to except where the fullest extent permitted by Law, all premiums and assessments required failure to be paid so licensed or qualified would not reasonably be expected to have, individually or in connection therewith have been paid when duethe aggregate, a Selling Companies Material Adverse Effect. Copies of the Fluent Certificate of Incorporation and the by-laws of Fluent, each as amended to date and made available to Parent's and Merger Subs' counsel, are complete and correct, and no proceedings for amendments thereto are pending, and Fluent is not in violation of any term of the termination Fluent Certificate of such insurance are pending orIncorporation or its by-laws. (d) The Selling Companies have the respective corporate power and authority to execute and deliver this Agreement, the respective Certificates of Merger and any other agreement, certificate or instrument to be executed and delivered pursuant to the terms of this Agreement, to Charter’s knowledgeperform their respective obligations hereunder and thereunder, threatenedand to consummate the transactions contemplated hereby and thereby. There is no Person whose results The execution and delivery of operationsthis Agreement, cash flowsthe performance by the Selling Companies of their respective obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the Selling Companies Boards and, changes in shareholders’ equity or financial position are consolidated in the financial statements of Charter other than CharterBankthe Stockholder Written Consents, no other corporate proceeding or approval on the part of the Selling Companies or any of their Stockholders is required to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly and validly executed and delivered by the Selling Companies and, assuming the due authorization, execution and delivery of this Agreement by each of the other parties hereto, constitutes a legal, valid and binding obligation of each of the Selling Companies, enforceable against the Selling Companies in accordance with its terms.

Organization, Standing and Authority. (a) Charter BANK is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is a savings and loan holding company within the meaning of the Home Owners’ Loan Act, as amended. Charter has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Charter is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Charter. Charter Disclosure Schedule Section 3.02(a) sets forth a complete and accurate list of all such jurisdictions. True and complete copies of the Articles of Incorporation of Charter (the “Charter Articles”) and the Bylaws of Charter (the “Charter Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Charter to CenterState. (b) CharterBank is Charter’s sole Subsidiary and (i) is bank duly organized and validly existing under the laws of its jurisdiction the State of organization, (ii) California that is duly authorized by the DBO to conduct business as a commercial bank. BANK is duly licensed or qualified to do business and, where such concept and is recognized under applicable Law, in good standing in all jurisdictions (whether federal, state, local or foreign) each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be likelymaterially impair the ability of BANK to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. BANK has in effect all federal, either individually or in the aggregatestate, to have a Material Adverse Effect on Charter local and (iii) has all requisite corporate power and authority foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted. There are no restrictions on , except where the failure to be so authorized would not materially impair the ability of CharterBank BANK to pay dividends perform its obligations under this Agreement or distributions except for restrictions on dividends or distributions generally applicable to all federally chartered savings institutionsotherwise materially impede the consummation of the transactions contemplated hereby. The deposit accounts of CharterBank BANK are insured by the FDIC through FDIC, in the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950, as amended) manner and to the fullest maximum extent permitted provided by Lawapplicable law, and BANK has paid all deposit insurance premiums and assessments required by applicable laws and regulations. BHC is a corporation duly organized and validly existing under the laws of the State of California and is duly registered as a bank holding company under the BHCA. BHC is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be paid in connection therewith so licensed or qualified, except where the failure to be so licensed or qualified would not materially impact the ability of BHC to perform its obligations under this Agreement or otherwise impede the consummation of the transactions contemplated hereby. The copies of BANK Articles, BHC Articles, BANK Bylaws and BHC Bylaws, and the other governing documents of BANK and BHC which have been paid when duepreviously made available to PLAZA are true, complete and no proceedings for the termination correct copies of such insurance are pending ordocuments as in effect on the date of this Agreement. The minute books of BHC and BANK contain true, to Charter’s knowledgecomplete and correct records in all material respects of all meetings and other material corporate actions held or taken by their respective Boards (including committees of the Board), threatened. There is no Person whose results of operations, cash flows, changes in shareholders’ equity or financial position are consolidated in as well as their respective shareholders through the financial statements of Charter other than CharterBankdate hereof.