Common use of Reasons for Termination Clause in Contracts

Reasons for Termination. This Agreement, by prompt written notice given to the other parties prior to or at the Closing, may be terminated: (a) by mutual consent of the Boards of Directors of Columbia and Stewardship; (b) by either party in the event a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing; or (c) by either party in the event any approval, consent or waiver of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party); (d) by Stewardship if: (i) the Closing has not occurred by April 30, 2020 (the “Termination Date”); provided, however, that Stewardship will not be entitled to terminate this Agreement pursuant to this clause (d)(i) if (x) Stewardship’s failure to comply in all material respects with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement, (y) Stewardship has refused, after satisfaction of the conditions set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.12, or (z) the circumstances or events underlying the termination rights set forth in clause (d)(iv) of this Section 8.1 will have occurred; (ii) Columbia will have breached any representation, warranty or agreement of Columbia in this Agreement in such case that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Stewardship to Columbia; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote; (iv) (A) Stewardship will have delivered to Columbia a written notice of the intent of Stewardship to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days have elapsed following delivery to Columbia of such written notice by Stewardship, (C) during such five (5) Business Day period Stewardship has fully complied with the terms of Section 5.7, including informing Columbia of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (D) at the end of such five (5) Business Day period the Board of Directors of the Stewardship will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship pays to Columbia the termination fee in accordance with Section 8.4, and (F) Stewardship will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of Stewardship will have resolved to do so; or (v) any of the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Stewardship to comply with its obligations under this Agreement). (e) by Columbia if: (i) the Closing has not occurred by the Termination Date; provided, however, that Columbia will not be entitled to terminate this Agreement pursuant to this clause (e)(i) if (x) Columbia’s failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement or (y) Columbia has refused, after satisfaction of the conditions set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.12; (ii) Stewardship will have breached any representation, warranty or agreement in this Agreement in such case that the conditions set forth in Section 7.3(a) and 7.3(b) would not be satisfied and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Columbia to Stewardship; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote; or (iv) any of the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Columbia to comply with its obligations under this Agreement).

Reasons for Termination. This Agreement, by prompt written notice given to the other parties prior to or at the Closing, Agreement may be terminatedterminated and the Reorganization abandoned at any time before the Closing Date, whether before or after the approval or adoption of this Agreement by the stockholders of the Company: (a) by By mutual written consent of the Boards Board of Directors of Columbia First Federal and Stewardshipthe Board of Directors of the Company; (b) by either party in the event a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable By written notice from First Federal to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing; or (c) by either party in the event any approval, consent or waiver of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party); (d) by Stewardship Company if: (i) the Closing any condition set forth in Article VIII of this Agreement shall have become impossible to substantially satisfy at any time or has not occurred by April 30been substantially satisfied or waived in writing; or (ii) any condition set forth in Article X of this Agreement shall have become impossible to substantially satisfy at any time or has not been substantially satisfied or waived in writing, 2020 (the “Termination Date”); provided, however, that Stewardship will First Federal shall not be entitled have the right to terminate this Agreement pursuant to this clause (d)(iSection 11.1(b)(ii) if (x) Stewardship’s any condition imposed by Section 10.1 hereof was not met due to the failure of First Federal to comply in all material respects with its obligations under this Agreement has prevented perform or observe the consummation of the transactions contemplated by this Agreement, (y) Stewardship has refused, after satisfaction of the conditions covenants and agreements set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.12, this Agreement; or (iii) any warranty or (z) the circumstances or events underlying the termination rights representation as set forth in clause (d)(iv) Article III hereof made by the Company or Mid-Iowa shall be discovered to be or to have become untrue or incorrect in any material respect, or where any statement in a representation or warranty expressly includes a standard of this Section 8.1 will materiality, such statement shall be discovered to be or to have occurred; (ii) Columbia will have breached become untrue or incorrect in any representationrespect taking into consideration the standard of materiality contained therein, warranty or agreement of Columbia in this Agreement in such either case that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and where any such breach canhas not be or is not been cured within thirty (30) days after written following receipt by the Company or Mid-Iowa of notice of such breach is given by Stewardship to Columbia; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote;discovery; or (iv) (A) Stewardship will The Company or Mid-Iowa shall have delivered to Columbia a written notice of the intent of Stewardship to enter into a merger, acquisition breached one or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days have elapsed following delivery to Columbia of such written notice by Stewardship, (C) during such five (5) Business Day period Stewardship has fully complied with the terms of Section 5.7, including informing Columbia of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia to agree to a modification of the terms and conditions more provisions of this Agreement so that in any material respect considering all such breaches in the transactions contemplated hereby may be effectedaggregate, where such breach has not been cured within thirty (D30) at days following receipt by the end Company or Mid-Iowa of notice of such five (5) Business Day period the Board of Directors of the Stewardship will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship pays to Columbia the termination fee in accordance with Section 8.4, and (F) Stewardship will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of Stewardship will have resolved to do sobreach; or (v) The Board of Directors of Bancorp and First Federal shall have determined in their sole discretion, exercised in good faith, that the Conversion has become inadvisable or impractical by reason of (A) the issuance of any order, decree or letter of a regulatory authority containing conditions or requirements reasonably deemed objectionable to Bancorp of First Federal or (B) unfavorable market conditions. In the conditions event of termination of this Agreement pursuant to this Section 11.1(b)(v), then the Company shall be reimbursed pursuant to and in accordance with the provisions of Section 12.2(c) hereof. (c) By written notice from the Company to First Federal, if (i) any condition set forth in Sections 7.1 or 7.2 will Article IX of this Agreement shall have become impossible to substantially satisfy (other than through a failure of Stewardship to comply with its obligations under this Agreement).at any time or has not been substantially satisfied or waived in writing; or (eii) by Columbia if: (i) the Closing any condition set forth in Article X of this Agreement shall have become impossible to substantially satisfy at any time or has not occurred by the Termination Datebeen substantially satisfied or waived in writing; provided, however, that Columbia will the Company shall not be entitled have the right to terminate this Agreement pursuant to this clause (e)(iSection 11.1(c)(ii) if (x) Columbia’s any condition imposed by Section 10.1 hereof was not met due to the failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement Company or (y) Columbia has refused, after satisfaction of Mid-Iowa to perform or observe the conditions covenants and agreements set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.12;this Agreement; or (iiiii) Stewardship will have breached any representation, warranty or agreement in this Agreement in such case that the conditions representation as set forth in Section 7.3(a) and 7.3(b) would not Article IV hereof made by First Federal shall be satisfied and discovered to be or to have become untrue or incorrect in any material respect, or where any statement in a representation or warranty expressly includes a standard of materiality, such statement shall be discovered to be or to have become untrue or incorrect in any respect taking into consideration the standard of materiality contained therein, in either case where any such breach canhas not be or is not been cured within thirty (30) days after written following receipt by First Federal of notice of such breach is given by Columbia to Stewardship; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Votediscovery; or (iv) First Federal shall have breached one or more provisions of this Agreement in any material respect considering all such breaches in the aggregate, where such breach has not been cured within thirty (30) days following receipt by First Federal of notice of such breach. (d) By the Board of Directors of First Federal if the Board of Directors of the conditions set forth Company shall not recommend, or shall withdraw or modify in Sections 7.1 or 7.2 will have become impossible a manner adverse to satisfy (other than through a failure First Federal, its recommendation to the holders of Columbia Company Common Stock to comply with its obligations under approve this Agreement). (e) By the Board of Directors of First Federal or the Company at any time after the Company Shareholders' Meeting as contemplated in Section 7.1 if the stockholders of the Company have not approved this Agreement by the requisite affirmative vote. (f) By the Board of Directors of First Federal or the Company if the Reorganization has not been consummated on or before August 31, 1999.

Reasons for Termination. This Agreement, by prompt written notice given to the other parties prior to or at the Closing, may be terminated: (a) by mutual consent of the Boards boards of Directors directors of Columbia Acquirer and StewardshipKFI; (b) by either party in the event party: (i) if a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that permanently restrains, enjoins or otherwise prohibits or makes illegal the Closing; or (c) by either party in the event any approval, consent or waiver of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied Closing and such denial has Governmental Order shall have become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party)appealable; (dii) if at the KFI Shareholder Meeting, this Agreement will not have been duly adopted by Stewardship if:the Required KFI Shareholder Vote; or (iiii) if the Closing has not occurred by April 30March 31, 2020 2019 (the “Termination Date”); provided, however, provided that Stewardship will not be entitled the right to terminate this Agreement pursuant to this clause (d)(i) if (x) Stewardship’s failure to comply in all material respects with its obligations under this Section 8.1(b)(iii) shall not be available to any party whose breach of any provisions of this Agreement has prevented causes the consummation failure of the transactions contemplated by this Agreement, (y) Stewardship has refused, after satisfaction of Merger to occur on or before the conditions set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.12, or (z) the circumstances or events underlying the termination rights set forth in clause (d)(iv) of this Section 8.1 will have occurredTermination Date; (iic) Columbia by KFI if: (i) Acquirer will have breached any representation, warranty or agreement of Columbia Acquirer in this Agreement in any material respect and such case that the conditions breach would give rise to a failure of a condition set forth in Section 7.2(a) or 7.2(b) would not be satisfied 7.2, and such breach cancondition is incapable of being satisfied by the Termination Date or has not be or is not been cured by Acquirer within thirty (30) days after written notice of such breach is given by Stewardship KFI to ColumbiaAcquirer; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote; (ivii) (A) Stewardship KFI will have delivered to Columbia Acquirer a written notice of the intent of Stewardship KFI to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days have elapsed following delivery to Columbia Acquirer of such written notice by StewardshipKFI, (C) during such five (5) Business Day period Stewardship period, KFI has fully complied with the terms of Section 5.75.8, including informing Columbia Acquirer of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia Acquirer to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (D) at the end of such five (5) Business Day period period, the Board board of Directors directors of the Stewardship KFI will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship KFI pays to Columbia Acquirer the termination fee in accordance with Section 8.4, and (F) Stewardship KFI will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board board of Directors directors of Stewardship KFI will have resolved to do so; or (v) any of the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Stewardship to comply with its obligations under this Agreement). (e) by Columbia if: (i) the Closing has not occurred by the Termination Date; provided, however, that Columbia will not be entitled to terminate this Agreement pursuant to this clause (e)(i) if (x) Columbia’s failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement or (y) Columbia has refused, after satisfaction of the conditions set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.12; (ii) Stewardship will have breached any representation, warranty or agreement in this Agreement in such case that the conditions set forth in Section 7.3(a) and 7.3(b) would not be satisfied and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Columbia to Stewardship; (iii) by written notice by KFI to Acquirer at any time during the Stewardship Shareholder Meetingfive-day period commencing on the Calculation Date if the Acquirer Market Value on the Calculation Date is less than $15.75, such termination to be effective on the tenth (10th) day following the Calculation Date; subject, however, to the following three sentences. If KFI elects to exercise its termination right pursuant to this Section 8.1(c)(iii), it shall give prompt written notice thereof to Acquirer. During the five (5) Business Day period commencing with its receipt of such notice, Acquirer shall have the option to increase the Exchange Ratio to equal the quotient determined by dividing the Initial Acquirer Market Value by the Acquirer Market Value on the Calculation Date, and multiplying the quotient by the product of the Exchange Ratio (as then in effect) and 0.85. If within such five (5) Business Day period, Acquirer delivers written notice to KFI that it intends to proceed with the Merger by paying such additional consideration as contemplated by the preceding sentence, and notifies KFI of the revised Exchange Ratio, then no termination shall have occurred pursuant to this Section 8.1(c)(iii), and this Agreement will not shall remain in full force and effect in accordance with its terms (except that the Exchange Ratio shall have been duly adopted so modified). For purposes of clarification, the adjustments to the Exchange Ratio contemplated by Section 2.6 of this Agreement shall be calculated and applied subsequent to any adjustment to the Required Stewardship Shareholder Vote; or (iv) any Exchange Ratio pursuant to this Section 8.1(c)(iii). For purposes of this Section 8.1(c)(iii), the conditions set forth in Sections 7.1 or 7.2 will following terms shall have become impossible to satisfy (other than through a failure of Columbia to comply with its obligations under this Agreement).the meanings indicated below:

Reasons for Termination. This Agreement, by prompt written notice given to the other parties prior to or at the Closing, may be terminated: (a) by mutual consent of the Boards boards of Directors directors of Columbia Heartland and StewardshipPremier Valley; (b) by either party in the event if: (i) a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing; or (c) by either party in the event any approval, consent or waiver of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party); (d) by Stewardship if: (i) the Closing has not occurred by April 30, 2020 (the “Termination Date”); provided, however, that Stewardship will not be entitled to terminate this Agreement pursuant to this clause (d)(i) if (x) Stewardship’s failure to comply in all material respects with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement, (y) Stewardship has refused, after satisfaction of the conditions set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.12, or (z) the circumstances or events underlying the termination rights set forth in clause (d)(iv) of this Section 8.1 will have occurred; (ii) Columbia will have breached any representation, warranty or agreement of Columbia in this Agreement in such case that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Stewardship to Columbia; (iii) at the Stewardship Shareholder Premier Valley Shareholders’ Meeting, this Agreement will shall not have been duly adopted by the Required Stewardship Premier Valley Shareholder Vote; (iii) the Merger is disapproved (or suggested or recommended to be withdrawn) by any Regulatory Authority; or (iv) the Effective Time has not occurred by March 31, 2016; provided, however, that the right to terminate under this Section 8.1(b)(iv) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or has resulted in, the failure of the Effective Time to occur on or before such date. (c) by Premier Valley if: (i) Heartland or Merger Sub shall fail to comply in any material respect with any of their respective covenants or agreements contained in this Agreement or if any of the representations and warranties of Heartland contained herein shall be inaccurate in any material respect. If the Board of Directors of Premier Valley desires to terminate this Agreement because of an alleged breach or inaccuracy as provided in this Section 8.1(c)(i), the Board of Directors must notify Heartland in writing of its intent to terminate stating the reason. Heartland shall have 5 days from the receipt of such notice to cure the alleged breach or inaccuracy, if the breach or inaccuracy is capable of being cured; (ii) (A) Stewardship Premier Valley will have delivered to Columbia Heartland a written notice of the intent of Stewardship Premier Valley to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days have elapsed following delivery to Columbia Heartland of such written notice by StewardshipPremier Valley, (C) during such five (5) Business Day period Stewardship Premier Valley has fully complied cooperated with the terms of Section 5.7Heartland, including including, without limitation, informing Columbia Heartland of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia Heartland to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, and (D) at the end of such five (5) Business Day period the Board of Directors of the Stewardship Premier Valley will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship pays to Columbia the termination fee in accordance with Section 8.4, and (F) Stewardship will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of Stewardship will have resolved to do so; or (viii) any of the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Stewardship to comply with its obligations under this Agreement)satisfy. (ed) by Columbia Heartland if: (i) Premier Valley or any party to the Closing has not occurred by Voting Agreement shall fail to comply in any material respect with any of their respective covenants or agreements contained in this Agreement or in the Termination Date; provided, however, that Columbia will not Voting Agreement or if any of the representations and warranties of Premier Valley contained herein or of the parties to the Voting Agreement contained therein shall be entitled inaccurate in any material respect. If the Board of Directors of Heartland desires to terminate this Agreement pursuant because of an alleged breach or inaccuracy as provided in this Section 8.1(d)(i), the Board of Directors must notify Premier Valley in writing of its intent to this clause terminate stating the reason therefore. Premier Valley shall have five (e)(i5) days from the receipt of such notice to cure the alleged breach or inaccuracy, if the breach or inaccuracy is capable of being cured; (xii) Columbiathe Board of Directors of Premier Valley shall make a Change of Board Recommendation; (iii) Premier Valley shall have failed to take a vote of shareholders as a result of an intentional breach of the first sentence of Section 6.2(a), 6.2(a)and at least 20 days shall have passed since the Registration Statement containing the proxy statement/prospectus relating to the shareholder meeting shall have been declared effective and remained available for use in connection with the Shareholder Meeting (in each case, other than as a result of Heartland’s failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement or (y) Columbia has refused, after satisfaction of the conditions set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.12Agreement); (ii) Stewardship will have breached any representation, warranty or agreement in this Agreement in such case that the conditions set forth in Section 7.3(a) and 7.3(b) would not be satisfied and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Columbia to Stewardship; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote; or (iv) any of the conditions set forth in Sections 7.1 or 7.2 7.3 will have become impossible to satisfy (other than through a failure of Columbia to comply with its obligations under this Agreement)satisfy.

Reasons for Termination. This Agreement, by prompt written notice given to the other parties party prior to or at the Closing, may be terminated: (a) by mutual consent of the Boards of Directors of Columbia Heartland and StewardshipFBLB; (b) by either party in the event a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing; or; (c) by either party in the event any approval, consent or waiver of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party); (d) by Stewardship FBLB if: (i) the Closing has not occurred by April 30July 31, 2020 2018 (the “Termination Date”); provided, however, provided that Stewardship FBLB will not be entitled to terminate this Agreement pursuant to this clause (d)(i) if (x) StewardshipFBLB’s failure to comply in all material respects fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement, (y) Stewardship FBLB has refused, after satisfaction of the conditions set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.12, 2.9 or (z) the circumstances or events underlying the termination rights set forth in clause clauses (d)(iii) or (d)(iv) of this Section 8.1 will have occurred; (ii) Columbia Heartland will have breached any representation, warranty or agreement of Columbia Heartland in this Agreement in such case that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied any material respect and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Stewardship FBLB to ColumbiaHeartland; (iii) at the Stewardship FBLB Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship FBLB Shareholder Vote; (iv) (A) Stewardship FBLB will have delivered to Columbia Heartland a written notice of the intent of Stewardship FBLB to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days have elapsed following delivery to Columbia Heartland of such written notice by StewardshipFBLB, (C) during such five (5) Business Day period Stewardship FBLB has fully complied with the terms of Section 5.75.8, including informing Columbia Heartland of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia Heartland to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (D) at the end of such five (5) Business Day business-day period the Board of Directors of the Stewardship FBLB will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship FBLB pays to Columbia Heartland the termination fee in accordance with Section 8.4, and (F) Stewardship FBLB will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of Stewardship FBLB will have resolved to do so; or; (v) at any of time within five Business Days after the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Stewardship to comply with its obligations under this Agreement). (e) by Columbia Determination Date, but only if: (i) the Closing has not occurred by the Termination Date; provided, however, that Columbia will not be entitled to terminate this Agreement pursuant to this clause (e)(i) if (x) Columbia’s failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement or (y) Columbia has refused, after satisfaction of the conditions set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.12; (ii) Stewardship will have breached any representation, warranty or agreement in this Agreement in such case that the conditions set forth in Section 7.3(a) and 7.3(b) would not be satisfied and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Columbia to Stewardship; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote; or (iv) any of the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Columbia to comply with its obligations under this Agreement).

Reasons for Termination. This Agreement, by prompt written notice given to the other parties prior to or at the Closing, Agreement may be terminatedterminated and the Merger abandoned at any time before the Closing Date, whether before or after the approval or adoption of the Agreement by the shareholders of BankBoynton: (a) by By mutual written consent of the Boards Board of Directors of Columbia Bankshares and Stewardshipthe Board of Directors of BankBoynton; (b) by either party in the event a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable By written notice from Bankshares to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing; or (c) by either party in the event any approval, consent or waiver of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party); (d) by Stewardship BankBoynton if: (i) the Closing any condition set forth in Article VIII of this Agreement shall have become impossible to substantially satisfy at any time or has not occurred been substantially satisfied or waived in writing, or cured by April 30BankBoynton within 30 days of receipt of written notice from Bankshares of such failure by BankBoynton; or (ii) any condition set forth in Article X of this Agreement shall have become impossible to substantially satisfy at any time or has not been substantially satisfied or waived in writing, 2020 (the “Termination Date”); provided, however, that Stewardship will Bankshares shall not be entitled have the right to terminate this Agreement pursuant to this clause (d)(iSection 11.1(b)(ii) if (x) Stewardship’s failure to comply in all material respects with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement, (y) Stewardship has refused, after satisfaction of the conditions any condition set forth in Sections 7.1 and 7.2, to close a regulatory approval received in accordance connection with Section 2.12, 10.1 hereof was not met due to the failure of Bankshares to perform or (z) observe the circumstances or events underlying the termination rights covenants and agreements set forth in clause (d)(iv) of this Section 8.1 will have occurredAgreement; (iiiii) Columbia will have breached any representation, warranty or agreement of Columbia in this Agreement in such case that the conditions representation as set forth in Section 7.2(a) Article IV hereof made by BankBoynton shall be discovered to be or 7.2(b) would not to have become untrue or incorrect to the extent such representation and warranty is required to be satisfied and pursuant to Section 8.2, or where any statement in a representation or warranty expressly includes a standard of materiality, such statement shall be discovered to be or to have become untrue or incorrect in any respect taking into consideration the standard of materiality contained therein, in either case where any such breach canhas not be or is not been cured within thirty (30) days after following receipt by BankBoynton of written notice of such breach is given by Stewardship to Columbia; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Votediscovery; (iv) BankBoynton shall have breached one or more provisions of the Agreement in any material respect considering all such breaches in the aggregate, and to the extent the breach fails to meet the standard set forth in Section 8.3, where such breach has not been cured within thirty (A30) Stewardship will have delivered to Columbia a days following receipt by BankBoynton of written notice of the intent of Stewardship to enter into a merger, acquisition or other agreement such breach; or (including an agreement in principlec) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days have elapsed following delivery to Columbia of such By written notice from BankBoynton to Bankshares, which has been approved by Stewardship, (C) during such five (5) Business Day period Stewardship has fully complied with the terms of Section 5.7, including informing Columbia of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (D) at the end of such five (5) Business Day period the Board of Directors of the Stewardship will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior ProposalBankBoynton, if (Ei) Stewardship pays to Columbia the termination fee any condition set forth in accordance with Section 8.4, and (F) Stewardship will have entered into a merger, acquisition Article IX of this Agreement has not been substantially satisfied or other agreement (including an agreement waived in principle) to effect a Superior Proposal or the Board of Directors of Stewardship will have resolved to do sowriting; or (vii) any of the conditions condition set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure Article X of Stewardship to comply with its obligations under this Agreement). (e) by Columbia if: (i) the Closing Agreement has not occurred by the Termination Datebeen substantially satisfied or waived in writing; provided, however, that Columbia will BankBoynton shall not be entitled have the right to terminate this Agreement pursuant to this clause (e)(iSection 11.1(c)(ii) if (x) Columbia’s failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement or (y) Columbia has refused, after satisfaction of the conditions any condition set forth in Sections 7.1 or 7.3, to close a regulatory approval received in accordance connection with Section 2.12;10.1 hereof was not met due to the failure of BankBoynton to perform or observe the covenants and agreements set forth in this Agreement, or (iiiii) Stewardship will have breached any representation, warranty or agreement representation as set forth in this Agreement Article III hereof made by Bankshares shall be discovered to be or to have become untrue or incorrect to the extent such representation and warranty is required to be satisfied pursuant to Section 9.1, in such case that the conditions set forth in Section 7.3(a) and 7.3(b) would not be satisfied and where any such breach canhas not be or is not been cured within thirty (30) days after following receipt by Bankshares of written notice of such breach is given by Columbia to Stewardship; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Votediscovery; or (iv) any Bankshares shall have breached one or more provisions of the conditions set forth Agreement in Sections any material respect considering all such breaches in the aggregate, and to the extent the breach fails to meet the standard in Section 9.2, where such breach has not been cured within thirty (30) days following receipt by Bankshares of written notice of such breach. (d) By the Board of Directors of Bankshares or BankBoynton at any time after the BankBoynton Shareholders' Meeting as contemplated in Section 7.1 if the shareholders of BankBoynton have not approved this Agreement by the requisite affirmative vote. (e) By the Board of Directors of Bankshares or 7.2 will have become impossible to satisfy (other than through a failure of Columbia to comply with its obligations under this Agreement)BankBoynton if the Merger has not been consummated on or before June 30, 1998.

Reasons for Termination. This AgreementNeither Party shall have the right, by prompt in its sole discretion and without cause, to terminate this Contract. However, the Parties may mutually agree in writing to terminate this contract at any time. Also, any Party may submit written notice given to the other parties prior Parties of a desire to or terminate this Contract (subject to Article 15.2) at the Closing, may be terminatedany time if: (a1) Any Party materially breaches this Contract or violates the Articles of Association, and such breach or violation is not cured within [*] of written notice by mutual consent of other Parties to the Boards of Directors of Columbia and Stewardshipbreaching Party; (b2) The business license of the CJV has been revoked or the Joint Venture Term was terminated and not renewed; (3) The CJV or any Party becomes bankrupt, or is the subject of proceedings for liquidation or dissolution (or a petition for bankruptcy has been filed with a court), or ceases to carry on business or becomes unable to pay its debts as they come due; (4) All or a material part of the assets of the CJV or any Party has been received, taken-over or forfeited by the government, such that the either party CJV or the Party to operate; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (5) Any Party transfers or dispose of its share of the registered capital of the CJV in violation of the event provisions of this Contract; (6) The conditions or consequences of Force Majeure (as hereinafter defined) significantly interfere with the normal functioning of the CJV for a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closingperiod in excess of [*]; or (c7) The CJV fails to receive licensure of the Facility by applicable U.S. and Chinese regulatory authorities within the time period specified in the Strategic Business Plan. The mere submission by either party in the event any approval, consent or waiver Party of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking notice indicating a desire to terminate this Agreement Contract shall not by itself constitute a termination of any representationthis Contract. If due to the default of Anesiva, warranty Wanbang, or covenant the directors respectively appointed by each of such party); (d) by Stewardship if: (i) the Closing has not occurred by April 30which, 2020 (the “Termination Date”); provided, however, that Stewardship will not be entitled Anesiva or Wanbang fails to terminate this Agreement pursuant to this clause (d)(i) if (x) Stewardship’s failure to comply in all material respects with fulfill its obligations under this Agreement has prevented in providing the consummation of the transactions contemplated by this Agreementcooperation conditions, (y) Stewardship has refused, after satisfaction of the conditions set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.12, or (z) the circumstances or events underlying the termination rights set forth in clause (d)(iv) of this Section 8.1 will have occurred; (ii) Columbia will have breached any representation, warranty or agreement of Columbia in this Agreement in such case that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Stewardship to Columbia; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote; (iv) (A) Stewardship will have delivered to Columbia a written notice of the intent of Stewardship i.e. to enter into a mergerTechnology License Agreement, acquisition Supply Agreement, Quality Agreement or other agreement (including an agreement Property Leasing Agreement with the CJV in principle) forms and conditions to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) Anesiva’s satisfaction within five (5) Business Days upon issuance of CJV’s business license, the Party not in default shall have elapsed following delivery the right to Columbia terminate or delay the performance of such written notice by Stewardship, (C) during such five (5) Business Day period Stewardship has fully complied with the terms of Section 5.7, including informing Columbia of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (D) at the end of such five (5) Business Day period the Board of Directors of the Stewardship will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship pays to Columbia the termination fee in accordance with Section 8.4, and (F) Stewardship will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of Stewardship will have resolved to do so; or (v) any of the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Stewardship to comply with its obligations under this Agreement)Contract. (e) by Columbia if: (i) the Closing has not occurred by the Termination Date; provided, however, that Columbia will not be entitled to terminate this Agreement pursuant to this clause (e)(i) if (x) Columbia’s failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement or (y) Columbia has refused, after satisfaction of the conditions set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.12; (ii) Stewardship will have breached any representation, warranty or agreement in this Agreement in such case that the conditions set forth in Section 7.3(a) and 7.3(b) would not be satisfied and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Columbia to Stewardship; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote; or (iv) any of the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Columbia to comply with its obligations under this Agreement).

Reasons for Termination. This Agreement, by prompt written notice given to the other parties prior to or at the Closing, may be terminated: (a) by mutual consent of the Boards boards of Directors directors of Columbia Heartland and StewardshipCBCS; (b) by either party in the event a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing; or; (c) by either party in the event any approval, consent or waiver of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party); (d) by Stewardship CBCS if: (i) the Closing has not occurred by April 30March 31, 2020 2015 (the “Termination Date”); provided, however, provided that Stewardship CBCS will not be entitled to terminate this Agreement pursuant to this clause (d)(ic)(i) if (x) Stewardship’s CBCS's failure to comply in all material respects fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement, (y) Stewardship CBCS has refused, after satisfaction of the conditions set forth in Sections 7.1 and Section 7.2, to close in accordance with Section 2.12, 2.8 or (z) the circumstances or events underlying the termination rights set forth in clause clauses (d)(ivc)(iii) or (c)(iv) of this Section 8.1 will shall have occurred; (ii) Columbia Heartland will have breached any representation, warranty or agreement of Columbia Heartland in this Agreement in such case that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied any material respect and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Stewardship CBCS to ColumbiaHeartland; (iii) at the Stewardship Shareholder CBCS Shareholders’ Meeting, this Agreement will shall not have been duly adopted by the Required Stewardship CBCS Shareholder Vote; (iv) (A) Stewardship CBCS will have delivered to Columbia Heartland a written notice of the intent of Stewardship CBCS to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days business days have elapsed following delivery to Columbia Heartland of such written notice by StewardshipCBCS, (C) during such five (5) Business Day business-day period Stewardship CBCS has fully complied cooperated with the terms of Section 5.7Heartland, including including, without limitation, informing Columbia Heartland of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia Heartland to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (D) at the end of such five (5) Business Day business-day period the Board of Directors of the Stewardship CBCS will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship CBCS pays to Columbia Heartland the termination fee in accordance with Section 8.4, and (F) Stewardship the Company will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of Stewardship the Company will have resolved to do so; or; (v) any of the conditions set forth in Sections 7.1 or Section 7.2 will have become impossible to satisfy (other than through a failure of Stewardship CBCS to comply with its obligations under this Agreement); or (vi) if the Average Closing Price is $32.00 or greater. (ed) by Columbia Heartland if: (i) the Closing has not occurred by the Termination Date; provided, however, provided that Columbia Heartland will not be entitled to terminate this Agreement pursuant to this clause (e)(id)(i) if (x) Columbia’s Heartland's failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement or (y) Columbia Heartland has refused, after satisfaction of the conditions set forth in Sections 7.1 or Section 7.3, to close in accordance with Section 2.12;2.8 (ii) Stewardship CBCS, CBT or any Subsidiary will have breached any representation, warranty or agreement in this Agreement in such case that the conditions set forth in Section 7.3(a) and 7.3(b) would not be satisfied any material respect and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Columbia Heartland to StewardshipCBCS; (iii) the Board of Directors of CBCS shall make a Change of Board Recommendation; (iv) CBCS shall have failed to take a vote of shareholders as a result of an intentional breach of Section 6.5(a), 6.5(a)and at least 20 days shall have passed since the Registration Statement containing the proxy statement/prospectus relating to the shareholder meeting shall have been declared effective and remained available for use in connection with the CBCS Shareholder Meeting (in each case, other than as a result of Heartland’s failure to comply fully with its obligations under this Agreement); (v) at the Stewardship Shareholder CBCS Shareholders’ Meeting, this Agreement will shall not have been duly adopted by the Required Stewardship CBCS Shareholder Vote; or (ivvi) any of if the conditions set forth in Sections 7.1 Average Closing Price is $20.00 or 7.2 will have become impossible to satisfy (other than through a failure of Columbia to comply with its obligations under this Agreement)less.

Reasons for Termination. This Agreement, by prompt written notice given to the other parties Agreement may be terminated at any time prior to or at the Closing, may be terminatedonly in the following manner: (a) by By mutual consent written agreement of the Boards of Directors of Columbia Seller and Stewardshipthe Purchaser; (b) By the Purchaser or the Seller by either written notice if the Closing shall not have occurred on or before February 28, 2010; provided, that such date may be extended by the Purchaser or the Seller by written notice to other party in to any date not later than the event a Law date that is sixty (60) days after the Effective Date, if the reason for such extension is the failure to satisfy one or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable more conditions to the transactions contemplated by this Agreement by any Governmental Entity Closing and the party requesting the extension reasonably believes that prohibits the Closing; or (ccondition(s) by either party in to the event any approval, consent or waiver of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach Closing can be satisfied by the new termination deadline. Notwithstanding the foregoing, termination under this provision shall not be available to a party seeking to terminate this Agreement of any representation, warranty or covenant of such party); (d) by Stewardship if: (i) if the Closing has not occurred solely by April 30, 2020 (the “Termination Date”); provided, however, that Stewardship will not be entitled to terminate this Agreement pursuant to this clause (d)(i) if (x) Stewardship’s failure to comply in all material respects with its obligations reason of any breach by such party under this Agreement has prevented Agreement; (c) By the consummation Seller upon written notice to the Purchaser if the Purchaser shall have breached in any material respect any of the transactions contemplated by its covenants contained in this Agreement, but only if (y) Stewardship has refused, after satisfaction of the conditions set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.12, or (zi) the circumstances or events underlying Seller shall have first given written notice to the termination rights set forth in clause (d)(iv) of this Section 8.1 will have occurred; Purchaser identifying such breach, and (ii) Columbia will have breached any representation, warranty the Purchaser has not cured or agreement of Columbia in this Agreement in such case that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and remedied such breach cannot (including, where payment of compensation would reasonably be or is not cured considered an adequate remedy, the payment of such adequate compensation) within thirty (30) days after written notice of receipt of such breach is given by Stewardship to Columbia; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote; (iv) (A) Stewardship will have delivered to Columbia a written notice of the intent of Stewardship to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days have elapsed following delivery to Columbia of such written notice by Stewardship, (C) during such five (5) Business Day period Stewardship has fully complied with the terms of Section 5.7, including informing Columbia of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (D) at the end of such five (5) Business Day period the Board of Directors of the Stewardship will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship pays to Columbia the termination fee in accordance with Section 8.4, and (F) Stewardship will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of Stewardship will have resolved to do sonotice; or (vd) By the Purchaser upon written notice to the Seller if the Seller shall have breached in any material respect any of the conditions set forth its covenants contained in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Stewardship to comply with its obligations under this Agreement). (e) by Columbia if: , but only if (i) the Closing has not occurred by Purchaser shall have first given notice to the Termination Date; providedSeller identifying such breach, however, that Columbia will not be entitled to terminate this Agreement pursuant to this clause (e)(i) if (x) Columbia’s failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement or (y) Columbia has refused, after satisfaction of the conditions set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.12; and (ii) Stewardship will have breached any representation, warranty the Seller has not cured or agreement in this Agreement in such case that the conditions set forth in Section 7.3(a) and 7.3(b) would not be satisfied and remedied such breach cannot (including, where payment of compensation would reasonably be or is not cured considered an adequate remedy, the payment of such adequate compensation) within thirty (30) days after written notice of receipt of such breach is given by Columbia to Stewardship; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote; or (iv) any of the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Columbia to comply with its obligations under this Agreement)notice.

Reasons for Termination. This Agreement, by prompt written notice given Agreement may be terminated at any time prior to the other parties prior to or at the Closing, may be terminatedEffective Date only: (a) by mutual consent of the Boards of Directors of Columbia and Stewardship; Purchaser (bi) by either party in the event a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing; or (c) by either party in the event any approval, consent or waiver of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, upon a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party); (d) by Stewardship if: (i) the Closing has not occurred by April 30, 2020 (the “Termination Date”); provided, however, that Stewardship will not be entitled to terminate this Agreement pursuant to this clause (d)(i) if (x) Stewardship’s material failure to comply in all material respects with its obligations under this Agreement has prevented perform any covenant, obligation or agreement on the consummation part of the transactions contemplated by Corporation set forth in this Agreement, (yii) Stewardship has refused, after satisfaction if any representation or warranty of the conditions set forth in Sections 7.1 and 7.2Corporation is or shall have become untrue, (iii) upon the failure of the Corporation to close in accordance with Section 2.12obtain the Stockholder Approvals by the time of the Outside Closing Date, or (ziv) if Purchaser reasonably and in good faith determines, after consultation with the circumstances or events underlying Corporation, that there has been a Material Adverse Effect, in the termination rights set forth in case of either clause (d)(ivi) of this Section 8.1 will have occurred; or (ii) Columbia will have breached any representation, warranty or agreement of Columbia in this Agreement in (x) such case that the conditions set forth in Section 7.2(a8.2 or Section 8.1, as the case may be, would be incapable of being satisfied by the Outside Closing Date (as it may be extended) or 7.2(band (y) would not be satisfied and if such breach cannot be or is has not been cured within thirty (30) calendar days after the giving of written notice to the Corporation of such breach is given by Stewardship to Columbiabreach; (iiib) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote; Corporation (ivi) (A) Stewardship will have delivered upon a material breach of or material failure to Columbia a written notice perform any covenant, obligation or agreement on the part of the intent of Stewardship to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days have elapsed following delivery to Columbia of such written notice by Stewardship, (C) during such five (5) Business Day period Stewardship has fully complied with the terms of Section 5.7, including informing Columbia of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (D) at the end of such five (5) Business Day period the Board of Directors of the Stewardship will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship pays to Columbia the termination fee in accordance with Section 8.4, and (F) Stewardship will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of Stewardship will have resolved to do so; or (v) any of the conditions Purchaser set forth in Sections 7.1 this Agreement, or 7.2 will (ii) if any representation or warranty of Purchaser or Merger Sub is or shall have become impossible to satisfy (other than through a failure untrue, in the case of Stewardship to comply with its obligations under this Agreement). (e) by Columbia if: either clause (i) the Closing has not occurred by the Termination Date; provided, however, that Columbia will not be entitled to terminate this Agreement pursuant to this clause or (e)(iii) if (x) Columbia’s failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement or (y) Columbia has refused, after satisfaction of the conditions set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.12; (ii) Stewardship will have breached any representation, warranty or agreement in this Agreement in such case that the conditions set forth in Section 7.3(a7.2, Section 7.1 or Section 7.7, as the case may be, would be incapable of being satisfied by the Outside Closing Date (as it may be extended) and 7.3(b(y) would not be satisfied and if such breach cannot be or is has not been cured within thirty (30) calendar days after the giving of written notice to the Purchaser of such breach is given by Columbia to Stewardship; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Votebreach; or (ivc) any By Purchaser or the Corporation, if Closing does not occur by the Outside Closing Date (as the same may be extended in writing by the parties), provided, in the case of termination pursuant to this Section 9.1(c), (i) none of the conditions set forth terminating party's representations and warranties shall be untrue in Sections 7.1 or 7.2 will any material respect when made (including all qualifications and exceptions contained in such representations and warranties relating to knowledge and materiality ), and (ii) the terminating party shall not have become impossible to satisfy (other than through a failure of Columbia to comply with breached in any material respect its obligations under this Agreement), in the case of either of clause (i) or (ii) of this Section 9.1(c) in any manner that shall have proximately contributed to the occurrence of the failure referred to in this Section.

Reasons for Termination. This Agreement, by prompt written notice given to the other parties prior to or at the Closing, Agreement may be terminatedterminated ----------------------- and the Merger abandoned at any time before the Closing Date, whether before or after the approval or adoption of the Agreements by the depositors of Corry: (a) by By mutual written consent of the Boards Board of Directors of Columbia Northwest and Stewardshipthe Board of Trustees of Corry; (b) by either party in the event a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable By written notice from Northwest to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing; or (c) by either party in the event any approval, consent or waiver of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party); (d) by Stewardship Corry if: (i) the Closing any condition set forth in Article VIII of this Agreement ------------ shall have become impossible to substantially satisfy at any time or has not occurred by April 30been substantially satisfied or waived in writing; or (ii) any condition set forth in Article X of this Agreement --------- shall have become impossible to substantially satisfy at any time or has not been substantially satisfied or waived in writing, 2020 (the “Termination Date”); provided, however, that Stewardship will Northwest shall not be entitled have the right to terminate this Agreement pursuant to this clause (d)(iSection ------- 11.1(b)(ii) if (x) Stewardship’s any condition imposed by Section 10.1 hereof ----------- ------------ was not met due to the failure of Northwest to comply in all material respects with its obligations under this Agreement has prevented perform or observe the consummation of the transactions contemplated by this Agreement, (y) Stewardship has refused, after satisfaction of the conditions covenants and agreements set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.12, this Agreement; or (iii) any warranty or (z) the circumstances or events underlying the termination rights representation as set forth in clause (d)(iv) Article ------- IV hereof made by Corry shall be discovered to be or to have become untrue or -- incorrect in any material respect, or where any statement in a representation or warranty expressly includes a standard of this Section 8.1 will materiality, such statement shall be discovered to be or to have occurred; (ii) Columbia will have breached become untrue or incorrect in any representationrespect taking into consideration the standard of materiality contained therein, warranty or agreement of Columbia in this Agreement in such either case that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and where any such breach canhas not be or is not been cured within thirty (30) days after following receipt by Corry of written notice of such breach is given by Stewardship to Columbia; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Votediscovery; (iv) Corry shall have breached one or more provisions of this Agreement in any material respect considering all such breaches in the aggregate, where such breach has not been cured within thirty (A30) Stewardship will have delivered to Columbia a days following receipt by Corry of written notice of the intent of Stewardship to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days have elapsed following delivery to Columbia of such written notice by Stewardship, (C) during such five (5) Business Day period Stewardship has fully complied with the terms of Section 5.7, including informing Columbia of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (D) at the end of such five (5) Business Day period the Board of Directors of the Stewardship will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship pays to Columbia the termination fee in accordance with Section 8.4, and (F) Stewardship will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of Stewardship will have resolved to do sobreach; or (vc) any By written notice from Corry to Northwest, which has been approved by the Board of the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure Trustees of Stewardship to comply with its obligations under this Agreement). (e) by Columbia Corry, if: (i) the Closing any condition set forth in Article IX of this Agreement has ---------- not occurred by the Termination Datebeen substantially satisfied or waived in writing; or (ii) any condition set forth in Article X of this Agreement has --------- not been substantially satisfied or waived in writing; provided, however, that Columbia will Corry shall not be entitled have the right to terminate this Agreement pursuant to this clause (e)(iSection ------- 11.1(c)(ii) if (x) Columbia’s any condition imposed by Section 10.1 hereof was not met due to ----------- ------------ the failure of Corry to comply fully with its obligations under this Agreement has prevented perform or observe the consummation of the transactions contemplated by this Agreement or (y) Columbia has refused, after satisfaction of the conditions covenants and agreements set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.12;this Agreement; or (iiiii) Stewardship will have breached any representation, warranty or agreement in this Agreement in such case that the conditions representation as set forth in Section 7.3(a) and 7.3(b) would not Article ------- III hereof made by Northwest shall be satisfied and discovered to be or to have become untrue --- or incorrect in any material respect, or where any statement in a representation or warranty expressly includes a standard of materiality, such statement shall be discovered to be or to have become untrue or incorrect in any respect taking into consideration the standard of materiality contained therein, in either case where any such breach canhas not be or is not been cured within thirty (30) days after following receipt by Northwest of written notice of such breach is given by Columbia to Stewardship; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Votediscovery; or (iv) Northwest shall have breached one or more provisions of this Agreement in any material respect considering all such breaches in the aggregate, where such breach has not been cured within thirty (30) days following receipt by Northwest of written notice of such breach. (d) By the conditions set forth Board of Directors of Northwest if the Board of Trustees of Corry shall not recommend, or shall withdraw or modify in Sections 7.1 or 7.2 will have become impossible a manner adverse to satisfy (other than through a failure of Columbia Northwest, its recommendation to comply with its obligations under the Corry depositors to approve this Agreement. (e) By the Board of Directors of Northwest or Board of Trustees of Corry at any time if the depositors of Corry have not approved this Agreement by the requisite affirmative vote (if such depositors approval is required by the FDIC or the Department). (f) By the Board of Directors of Northwest or Board of Trustees of Corry if the Merger has not been consummated on or before March 31, 1998.

Reasons for Termination. This Agreement, by prompt written notice given to the other parties prior to or at the Closing, may be terminated: (a) by mutual consent of the Boards of Directors of Columbia Heartland and StewardshipBVBC; (b) by either party in the event a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing; or; (c) by either party in the event any approval, consent or waiver of any Governmental Entity Authorization required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party); (d) by Stewardship BVBC if: (i) the Closing has not occurred by April 30July 31, 2020 2019 (the “Termination Date”); provided, however, provided that Stewardship BVBC will not be entitled to terminate this Agreement pursuant to this clause (d)(i) if (x) StewardshipBVBC’s failure to comply in all material respects fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement, (y) Stewardship BVBC has refused, after satisfaction of the conditions set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.12, 2.12 or (z) the circumstances or events underlying the termination rights set forth in clause clauses (d)(iii) or (d)(iv) of this Section 8.1 will have occurred; (ii) Columbia Heartland will have breached any representation, warranty or agreement of Columbia Heartland in this Agreement in such case that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied any material respect and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Stewardship BVBC to ColumbiaHeartland; (iii) at the Stewardship BVBC Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship BVBC Shareholder Vote; (iv) (A) Stewardship BVBC will have delivered to Columbia Heartland a written notice of the intent of Stewardship BVBC to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days have elapsed following delivery to Columbia Heartland of such written notice by StewardshipBVBC, (C) during such five (5) Business Day period Stewardship BVBC has fully complied with the terms of Section 5.75.8, including informing Columbia Heartland of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia Heartland to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (D) at the end of such five (5) Business Day business-day period the Board of Directors of the Stewardship BVBC will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship BVBC pays to Columbia Heartland the termination fee in accordance with Section 8.4, and (F) Stewardship BVBC will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of Stewardship BVBC will have resolved to do so; or; (v) at any of time within five Business Days after the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Stewardship to comply with its obligations under this Agreement). (e) by Columbia Determination Date, but only if: (i) the Closing has not occurred by the Termination Date; provided, however, that Columbia will not be entitled to terminate this Agreement pursuant to this clause (e)(i) if (x) Columbia’s failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement or (y) Columbia has refused, after satisfaction of the conditions set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.12; (ii) Stewardship will have breached any representation, warranty or agreement in this Agreement in such case that the conditions set forth in Section 7.3(a) and 7.3(b) would not be satisfied and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Columbia to Stewardship; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote; or (iv) any of the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Columbia to comply with its obligations under this Agreement).

Reasons for Termination. This Agreement, by prompt written notice given to the other parties prior to or at the Closing, Agreement may be terminatedterminated and the Merger abandoned at any time before the Closing Date, whether before or after the approval or adoption of the Agreements by the shareholders of Delta: (a) by By mutual written consent of the Boards Board of Directors of Columbia Bancorp, the Board of Directors of Delta and Stewardshipthe Board of Directors of FFBC; (b) by either party in the event a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable By written notice from Bancorp and FFBC to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing; or (c) by either party in the event any approval, consent or waiver of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party); (d) by Stewardship Delta if: (i) the Closing any condition set forth in Article IX of this Agreement shall have become impossible to substantially satisfy at any time or has not occurred by April 30been substantially satisfied or waived in writing; or (ii) any condition set forth in Article XI of this Agreement shall have become impossible to substantially satisfy at any time or has not been substantially satisfied or waived in writing, 2020 (the “Termination Date”); provided, however, that Stewardship will Bancorp shall not be entitled have the right to terminate this Agreement pursuant to this clause (d)(iSection 12.1(b)(ii) if (x) Stewardship’s any condition imposed by Section 11.1 hereof was not met due to the failure of Bancorp or FFBC to comply in all material respects with its obligations under this Agreement has prevented perform or observe the consummation of the transactions contemplated by this Agreement, (y) Stewardship has refused, after satisfaction of the conditions covenants and agreements set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.12, this Agreement; or (iii) any warranty or (z) the circumstances or events underlying the termination rights representation as set forth in clause (d)(iv) Article IV hereof made by Delta shall be discovered to be or to have become untrue or incorrect in any material respect, or where any statement in a representation or warranty expressly includes a standard of this Section 8.1 will materiality, such statement shall be discovered to be or to have occurred; (ii) Columbia will have breached become untrue or incorrect in any representationrespect taking into consideration the standard of materiality contained therein, warranty or agreement of Columbia in this Agreement in such either case that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and where any such breach canhas not be or is not been cured within thirty (30) days after written following receipt by Bancorp or FFBC of notice of such breach is given by Stewardship to Columbia; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote;discovery; or (iv) Delta shall have breached one or more provisions of the Agreement in any material respect considering all such breaches in the aggregate, where such breach has not been cured within thirty (A30) Stewardship will have delivered to Columbia a written days following receipt by Bancorp of notice of the intent of Stewardship to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days have elapsed following delivery to Columbia of such written notice by Stewardship, (C) during such five (5) Business Day period Stewardship has fully complied with the terms of Section 5.7, including informing Columbia of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (D) at the end of such five (5) Business Day period the Board of Directors of the Stewardship will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship pays to Columbia the termination fee in accordance with Section 8.4, and (F) Stewardship will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of Stewardship will have resolved to do sobreach; or (v) Bancorp has determined, upon completion of its due diligence conducted pursuant to Section 8.16 of this Agreement, that the financial condition and/or operations of Delta are materially different than previously represented by Delta to Bancorp. (c) By written notice from Delta to Bancorp, which has been approved by the Board of Directors of Delta, if (i) any of the conditions condition set forth in Sections 7.1 or 7.2 will Article X of this Agreement shall have become impossible to substantially satisfy (other than through a failure of Stewardship to comply with its obligations under this Agreement).at any time or has not been substantially satisfied or waived in writing; or (eii) by Columbia if: (i) the Closing any condition set forth in Article XI of this Agreement shall have become impossible to substantially satisfy at any time or has not occurred by the Termination Date; been substantially satisfied or waived in writing, provided, however, that Columbia will Delta shall not be entitled have the right to terminate this Agreement pursuant to this clause (e)(iSection 12.1(c)(ii) if (x) Columbia’s any condition imposed by Section 11.1 hereof was not met due to the failure of Delta to comply fully with its obligations under this Agreement has prevented perform or observe the consummation of the transactions contemplated by this Agreement or (y) Columbia has refused, after satisfaction of the conditions covenants and agreements set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.12;this Agreement; or (iiiii) Stewardship will have breached any representation, warranty or agreement in this Agreement in such case that the conditions representation as set forth in Section 7.3(a) and 7.3(b) would not Article V hereof made by Bancorp or FFBC shall be satisfied and discovered to be or to have become untrue or incorrect in any material respect, or where any statement in a representation or warranty expressly includes a standard of materiality, such statement shall be discovered to be or to have become untrue or incorrect in any respect taking into consideration the standard of materiality contained therein, in either case where any such breach canhas not be or is not been cured within thirty (30) days after written following receipt by Delta of notice of such breach is given by Columbia to Stewardship; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Votediscovery; or (iv) any Bancorp shall have breached one or more provisions of the conditions set forth Agreement in any material respect considering all such breaches in the aggregate, where such breach has not been cured within thirty (30) days following receipt by Delta of notice of such breach. (d) By the Board of Directors of Bancorp if the Board of Directors of Delta shall not recommend, or shall withdraw or modify in a manner adverse to Bancorp, its recommendation to the holders of Delta Common Stock to approve the Agreement. (e) By the Boards of Directors of Bancorp or Delta at any time after the Shareholders' Meeting as contemplated in Section 8.1 if the shareholders of Delta have not approved this Agreement by the requisite affirmative vote, provided that the circumstances contemplated by Sections 7.1 6.6 or 7.2 will 8.1 shall not have become impossible occurred and provided further that the party seeking to satisfy (effect such termination shall have complied in all other than through material respects with and not committed a failure willful breach of Columbia to comply with the terms of, or its obligations under under, this Agreement). (f) By the Boards of Directors of Bancorp, FFBC or Delta if the Merger has not been consummated on or before January 1, 1998.

Reasons for Termination. This Agreement, by prompt written notice given to the other parties prior to or at the Closing, may be terminated: (a) by mutual consent of the Boards of Directors of Columbia Heartland and StewardshipCitywide; (b) by either party in the event a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing; or; (c) by either party in the event any approval, consent or waiver of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party); (d) by Stewardship Citywide if: (i) the Closing has not occurred by April September 30, 2020 2017 (the “Termination Date”); provided, however, provided that Stewardship Citywide will not be entitled to terminate this Agreement pursuant to this clause (d)(i) if (x) StewardshipCitywide’s failure to comply in all material respects with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement, (y) Stewardship Citywide has refused, after satisfaction of the conditions set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.12, 2.9 or (z) the circumstances or events underlying the termination rights set forth in clause clauses (d)(iii) or (d)(iv) of this Section 8.1 will have occurred; (ii) Columbia Heartland will have breached any representation, warranty or agreement of Columbia Heartland in this Agreement in such case that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied any material respect and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Stewardship Citywide to ColumbiaHeartland; (iii) at the Stewardship Citywide Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Citywide Shareholder Vote; (iv) (A) Stewardship Citywide will have delivered to Columbia Heartland a written notice of the intent of Stewardship Citywide to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days business days have elapsed following delivery to Columbia Heartland of such written notice by StewardshipCitywide, (C) during such five (5) Business Day period Stewardship Citywide has fully complied with the terms of Section 5.75.8, including informing Columbia Heartland of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia Heartland to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (D) at the end of such five (5) Business Day business-day period the Board of Directors of the Stewardship Citywide will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship Citywide pays to Columbia Heartland the termination fee in accordance with Section 8.4, and (F) Stewardship Citywide will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of Stewardship Citywide will have resolved to do so; or; (v) any of the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Stewardship to comply with its obligations under this Agreement). (e) by Columbia if: (i) the Closing has not occurred by the Termination Date; provided, however, that Columbia will not be entitled to terminate this Agreement pursuant to this clause (e)(i) if (x) Columbia’s failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement or (y) Columbia has refused, after satisfaction of the conditions set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.12; (ii) Stewardship will have breached any representation, warranty or agreement in this Agreement in such case that the conditions set forth in Section 7.3(a) and 7.3(b) would not be satisfied and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Columbia to Stewardship; (iii) at the Stewardship Heartland Shareholder Meeting, this Agreement the Heartland Charter Amendment will not have been duly adopted by the Required Stewardship Shareholder Vote; orrequisite shareholder vote necessary to approve such amendment; (ivvi) at any of time within five Business Days after the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Columbia to comply with its obligations under this Agreement).Determination Date, but only if:

Reasons for Termination. This Agreement, by prompt written notice given to the other parties prior to or at the Closing, may be terminated: (a) by mutual consent of the Boards of Directors of Columbia Heartland and StewardshipCIC; (b) by either party in the event a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing; or; (c) by either party in if the event any approval, consent Merger is disapproved (or waiver of suggested or recommended to be withdrawn) by any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party)Entity; (d) by Stewardship CIC if: (i) the Closing has not occurred by April June 30, 2020 2016 (the “Termination Date”); provided, however, provided that Stewardship CIC will not be entitled to terminate this Agreement pursuant to this clause (d)(i) if (x) StewardshipCIC’s failure to comply in all material respects fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement, (y) Stewardship CIC has refused, after satisfaction of the conditions set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.12, 2.8 or (z) the circumstances or events underlying the termination rights set forth in clause clauses (d)(iii) or (d)(iv) of this Section 8.1 will shall have occurred; (ii) Columbia Heartland will have breached any representation, warranty or agreement of Columbia Heartland in this Agreement in such case that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied any material respect and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Stewardship CIC to ColumbiaHeartland; (iii) at the Stewardship Shareholder Meeting, this Agreement will shall not have been duly adopted by the Required Stewardship CIC Shareholder Vote; (iv) (A) Stewardship CIC will have delivered to Columbia Heartland a written notice of the intent of Stewardship CIC to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days business days have elapsed following delivery to Columbia Heartland of such written notice by StewardshipCIC, (C) during such five (5) Business Day business-day period Stewardship CIC has fully complied with the terms of Section 5.75.8, including informing Columbia Heartland of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia Heartland to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (D) at the end of such five (5) Business Day business-day period the Board of Directors of the Stewardship CIC will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship CIC pays to Columbia Heartland the termination fee in accordance with Section 8.4, and (F) Stewardship CIC will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of Stewardship CIC will have resolved to do so; or; (v) any of the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Stewardship CIC to comply with its obligations under this Agreement); or (vi) the Average Determination Date Price shall be less than $23.50; provided, however, CIC may only exercise its termination right pursuant to this Section 8.1(d)(vi) by written notice given to Heartland within two (2) Business Days following the Determination Date. (e) by Columbia Heartland if: (i) the Closing has not occurred by the Termination Date; provided, however, provided that Columbia Heartland will not be entitled to terminate this Agreement pursuant to this clause (e)(i) if (x) ColumbiaHeartland’s failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement or (y) Columbia Heartland has refused, after satisfaction of the conditions set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.122.8; (ii) Stewardship CIC will have breached any representation, warranty or agreement in this Agreement in such case that the conditions set forth in Section 7.3(a) and 7.3(b) would not be satisfied any material respect and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Columbia Heartland to Stewardship;CIC; or (iii) at the Stewardship Shareholder Meeting, this Agreement will shall not have been duly adopted by the Required Stewardship CIC Shareholder Vote; or (iv) any of the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Columbia to comply with its obligations under this Agreement).

Reasons for Termination. This Agreement, by prompt written notice given to the other parties prior to or at the Closing, Agreement may be terminatedterminated and the Reorganization abandoned at any time before the Closing Date, whether before or after the approval or adoption of this Agreement by the stockholders of the Company: (a) by By mutual written consent of the Boards Board of Directors of Columbia First Federal and Stewardshipthe Board of Directors of the Company; (b) by either party in the event a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable By written notice from First Federal to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing; or (c) by either party in the event any approval, consent or waiver of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party); (d) by Stewardship Company if: (i) the Closing any condition set forth in Article VIII of this Agreement shall have become impossible to substantially satisfy at any time or has not occurred by April 30been substantially satisfied or waived in writing; or (ii) any condition set forth in Article X of this Agreement shall have become impossible to substantially satisfy at any time or has not been substantially satisfied or waived in writing, 2020 (the “Termination Date”); provided, however, that Stewardship will First Federal shall not be entitled have the right to terminate this Agreement pursuant to this clause (d)(iSection 11.1(b)(ii) if (x) Stewardship’s any condition imposed by Section 10.1 hereof was not met due to the failure of First Federal to comply in all material respects with its obligations under this Agreement has prevented perform or observe the consummation of the transactions contemplated by this Agreement, (y) Stewardship has refused, after satisfaction of the conditions covenants and agreements set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.12, this Agreement; or (iii) any warranty or (z) the circumstances or events underlying the termination rights representation as set forth in clause (d)(iv) Article III hereof made by the Company or Grinnell shall be discovered to be or to have become untrue or incorrect in any material respect, or where any statement in a representation or warranty expressly includes a standard of this Section 8.1 will materiality, such statement shall be discovered to be or to have occurred; (ii) Columbia will have breached become untrue or incorrect in any representationrespect taking into consideration the standard of materiality contained therein, warranty or agreement of Columbia in this Agreement in such either case that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and where any such breach canhas not be or is not been cured within thirty (30) days after written following receipt by the Company or Grinnell of notice of such breach is given by Stewardship to Columbia; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote;discovery; or (iv) (A) Stewardship will The Company or Grinnell shall have delivered to Columbia a written notice of the intent of Stewardship to enter into a merger, acquisition breached one or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days have elapsed following delivery to Columbia of such written notice by Stewardship, (C) during such five (5) Business Day period Stewardship has fully complied with the terms of Section 5.7, including informing Columbia of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia to agree to a modification of the terms and conditions more provisions of this Agreement so that in any material respect considering all such breaches in the transactions contemplated hereby may be effectedaggregate, where such breach has not been cured within thirty (D30) at days following receipt by the end Company or Grinnell of notice of such five (5) Business Day period the Board of Directors of the Stewardship will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship pays to Columbia the termination fee in accordance with Section 8.4, and (F) Stewardship will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of Stewardship will have resolved to do sobreach; or (vc) By written notice from the Company to First Federal, if (i) any of the conditions condition set forth in Sections 7.1 or 7.2 will Article IX of this Agreement shall have become impossible to substantially satisfy (other than through a failure of Stewardship to comply with its obligations under this Agreement).at any time or has not been substantially satisfied or waived in writing; or (eii) by Columbia if: (i) the Closing any condition set forth in Article X of this Agreement shall have become impossible to substantially satisfy at any time or has not occurred by the Termination Datebeen substantially satisfied or waived in writing; provided, however, that Columbia will the Company shall not be entitled have the right to terminate this Agreement pursuant to this clause (e)(iSection 11.1(c)(ii) if (x) Columbia’s any condition imposed by Section 10.1 hereof was not met due to the failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement Company or (y) Columbia has refused, after satisfaction of Grinnell to perform or observe the conditions covenants and agreements set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.12;this Agreement; or (iiiii) Stewardship will have breached any representation, warranty or agreement in this Agreement in such case that the conditions representation as set forth in Section 7.3(a) and 7.3(b) would not Article IV hereof made by First Federal shall be satisfied and discovered to be or to have become untrue or incorrect in any material respect, or where any statement in a representation or warranty expressly includes a standard of materiality, such statement shall be discovered to be or to have become untrue or incorrect in any respect taking into consideration the standard of materiality contained therein, in either case where any such breach canhas not be or is not been cured within thirty (30) days after written following receipt by First Federal of notice of such breach is given by Columbia to Stewardship; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Votediscovery; or (iv) First Federal shall have breached one or more provisions of this Agreement in any material respect considering all such breaches in the aggregate, where such breach has not been cured within thirty (30) days following receipt by First Federal of notice of such breach. (d) By the Board of Directors of the Company if all of the following conditions set forth are met: (i) a person (including a company or any other entity) makes a Superior Proposal; (ii) within seven (7) business days after First Federal receives written notice from the Company of such Superior Proposal, First Federal does not increase the consideration to be paid to the holders of Company Common Stock in Sections the Reorganization so that it is at least as favorable to the holders of Company Common Stock as the Superior Proposal (such increase in the consideration to be paid by First Federal, an "First Federal Superior Proposal"); (iii) the Board of Directors of the Company, to the extent permitted by Section 7.1 hereof, shall have failed to recommend to stockholders, or 7.2 will shall have become impossible withdrawn or shall have modified in a manner adverse to satisfy First Federal its recommendation of, this Agreement or the Reorganization in order to permit Grinnell to enter into a definitive written agreement providing for the transactions contemplated by such Superior Proposal; and (other than through iv) the Company or the person or entity making the Superior Proposal shall have paid to First Federal the Fee (as defined in Section 12.2(b) hereof), to the extent such Fee is payable pursuant to Section 12.2(b) hereof, and the expenses of First Federal (including, but not limited to, the fees and expenses of attorneys) incurred in connection with negotiating this Agreement and effectuating the consummation of the transactions contemplated hereby. (e) By the Board of Directors of First Federal if the Board of Directors of the Company shall not recommend, or shall withdraw or modify in a failure manner adverse to First Federal, its recommendation to the holders of Columbia Company Common Stock to comply with its obligations under approve this Agreement). (f) By the Board of Directors of First Federal or the Company at any time after the Company Shareholders' Meeting as contemplated in Section 7.1 if the stockholders of the Company have not approved this Agreement by the requisite affirmative vote. (g) By the Board of Directors of First Federal or the Company if the Reorganization has not been consummated on or before June 30, 1998.

Reasons for Termination. This Agreement, by prompt written notice given to the other parties prior to or at the Closing, Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time prior to the Closing: (ai) by mutual consent written agreement of the Boards of Directors of Columbia Buyer and Stewardship; (b) by either party in the event a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the ClosingSeller; or (cii) by either party Buyer, provided Buyer is not then in material breach of this Agreement, in accordance with Section 12(b) hereof, in the event the Closing shall not have occurred on or before October 11, 2013 (the “Termination Date”) and the inability to close the transactions contemplated hereunder by such date is due solely to Seller’s failure to satisfy one or more of its obligations hereunder; provided, however, that as long as Seller is engaged in good faith negotiations to obtain one or more of the third party consents listed on Exhibit B, the Termination Date shall be extended until no later than October 31, 2013; or (iii) by Seller, provided Seller is not then in material breach of this Agreement, in accordance with Section 12(b) hereof, in the event the Closing shall not have occurred on or before the Termination Date and the inability to close the transactions contemplated hereunder by such date is due solely to Buyer’s failure to satisfy one or more of its obligations hereunder, provided, however, that Seller may extend the Termination Date until no later than October 31, 2013; or (iv) by Buyer or Seller, in accordance with Section 12(b) hereof, if any governmental entity shall have enacted, issued, promulgated, enforced or entered any final, nonappealable order or any Law, or refused to grant any required consent or approval, consent or waiver that has the effect of any Governmental Entity required to permit making the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, hereby illegal or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party); (d) by Stewardship if: (i) the Closing has not occurred by April 30, 2020 (the “Termination Date”); provided, however, that Stewardship will not be entitled to terminate this Agreement pursuant to this clause (d)(i) if (x) Stewardship’s failure to comply in all material respects with its obligations under this Agreement has prevented otherwise prohibits the consummation of the transactions contemplated by this Agreement, (y) Stewardship has refused, after satisfaction of the conditions set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.12, or (z) the circumstances or events underlying the termination rights set forth in clause (d)(iv) of this Section 8.1 will have occurred; (ii) Columbia will have breached any representation, warranty or agreement of Columbia in this Agreement in such case that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Stewardship to Columbia; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote; (iv) (A) Stewardship will have delivered to Columbia a written notice of the intent of Stewardship to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days have elapsed following delivery to Columbia of such written notice by Stewardship, (C) during such five (5) Business Day period Stewardship has fully complied with the terms of Section 5.7, including informing Columbia of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (D) at the end of such five (5) Business Day period the Board of Directors of the Stewardship will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship pays to Columbia the termination fee in accordance with Section 8.4, and (F) Stewardship will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of Stewardship will have resolved to do sohereby; or (v) any by Buyer, provided Buyer is not then in material breach of the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Stewardship to comply with its obligations under this Agreement). (e) by Columbia if: (i) the Closing has not occurred by the Termination Date; provided, however, that Columbia will not be entitled to terminate this Agreement pursuant to this clause (e)(i) if (x) Columbia’s failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement or (y) Columbia has refused, after satisfaction of the conditions set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.12; (ii12(b) Stewardship will have breached hereof, if there has been a material violation or breach by Seller of any representationof the representations, warranty warranties or agreement in covenants of this Agreement that has not been waived in such case that the conditions set forth in Section 7.3(a) and 7.3(b) would not be satisfied and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given writing by Columbia to Stewardship; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder VoteBuyer; or (ivvi) by Seller, provided Seller is not then in material breach of this Agreement, in accordance with Section 12(b) hereof, if there has been a material violation or breach by Buyer of any of the conditions set forth representations, warranties or covenants of this Agreement that has not been waived in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Columbia to comply with its obligations under this Agreement)writing by Seller.

Reasons for Termination. This Agreement, by prompt written notice given to the other parties party prior to or at the Closing, may be terminated: (a) by mutual consent of the Boards of Directors of Columbia Heartland and StewardshipAIM; (b) by either party in the event a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing; or; (c) by either party in the event any approval, consent or waiver of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party); (d) by Stewardship AIM if: (i) the Closing has not occurred by April September 30, 2020 (the “Termination Date”); provided, however, provided that Stewardship AIM will not be entitled to terminate this Agreement pursuant to this clause (d)(i) if (x) StewardshipAIM’s failure to comply in all material respects fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement, (y) Stewardship AIM has refused, after satisfaction of the conditions set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.12, 2.11 or (z) the circumstances or events underlying the termination rights set forth in clause clauses (d)(iii) or (d)(iv) of this Section 8.1 will have occurred; (ii) Columbia Heartland will have breached any representation, warranty or agreement of Columbia Heartland in this Agreement in such case that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied any material respect and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Stewardship AIM to ColumbiaHeartland; (iii) at the Stewardship AIM Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship AIM Shareholder Vote; (iv) (A) Stewardship AIM will have delivered to Columbia Heartland a written notice of the intent of Stewardship AIM to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five (5) Business Days have elapsed following delivery to Columbia Heartland of such written notice by StewardshipAIM, (C) during such five (5) Business Day period Stewardship AIM has fully complied with the terms of Section 5.75.8, including informing Columbia Heartland of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Columbia Heartland to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (D) at the end of such five (5) Business Day business-day period the Board of Directors of the Stewardship AIM will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) Stewardship AIM pays to Columbia Heartland the termination fee in accordance with Section 8.4, and (F) Stewardship AIM will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of Stewardship AIM will have resolved to do so; or; (v) at any of time during the conditions set forth in Sections 7.1 or 7.2 will have become impossible period beginning five Business Days before the anticipated Closing and ending three Business Days prior to satisfy (other than through a failure of Stewardship to comply with its obligations under this Agreement). (e) by Columbia the anticipated Closing Date, but only if: (i) the Closing has not occurred by the Termination Date; provided, however, that Columbia will not be entitled to terminate this Agreement pursuant to this clause (e)(i) if (x) Columbia’s failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement or (y) Columbia has refused, after satisfaction of the conditions set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.12; (ii) Stewardship will have breached any representation, warranty or agreement in this Agreement in such case that the conditions set forth in Section 7.3(a) and 7.3(b) would not be satisfied and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Columbia to Stewardship; (iii) at the Stewardship Shareholder Meeting, this Agreement will not have been duly adopted by the Required Stewardship Shareholder Vote; or (iv) any of the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Columbia to comply with its obligations under this Agreement).