Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky or any of its Subsidiaries in connection with the execution, delivery or performance by Sky of this Agreement or to consummate the Merger except for (A) the filing of applications, notices or the Agreement to Merge, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries or to which Sky or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Parent and the Parent Bank of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the Merger Transactions, except for (A) filings of applications or notices with and approvals or waivers by the filing of applicationsFederal Reserve Board, notices or the Agreement to MergeOCC, the Connecticut Bank Commissioner and the Maine Superintendent, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) submission of this Agreement for the filing and declaration of effectiveness approval of the Registration Statement; holders of Company Common Stock and the issuance of Parent Common Stock in the Merger, (C) the filings approval of the certificate listing on Nasdaq of merger with the OSS pursuant Parent Common Stock to be issued in the OGCL and Merger, (D) the filing of Articles of Merger with the DSCP Secretary of State of the State of Maine pursuant to the PBCL; MBCA and the filing of a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and (DE) such filings as are required to be made corporate approvals and such consents or approvals as are required to be obtained under of, or waivers by, or filings or registrations with, certain of the securities or "Blue Sky" laws of various states foregoing federal and state banking agencies in connection with the issuance of Sky Common Stock in the Bank Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent and the Parent Bank, as applicable, and the consummation of the transactions contemplated hereby Transactions do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Parent or of any of its Subsidiaries or to which Sky Parent or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky Parent or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky or any of its Subsidiaries in connection with the execution, delivery or performance by Sky of this Agreement or to consummate the Merger except for (A) the filing of applications, notices or the Agreement to Merge, as applicable, with the federal and state banking authoritiesRegulatory Authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCLOGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock Shares in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware has no knowledge of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries or to which Sky or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky United or any of its Subsidiaries in connection with the execution, delivery or performance by Sky United of this Agreement or to consummate the Merger except for (A) the filing of applications, notices or the Agreement to Mergeapplications and notices, as applicable, with the federal and state banking authorities; (B) the adoption and approval by the shareholders of United of this Agreement and the Articles Amendment; (C) the filing and declaration of effectiveness of the Registration Statement; (CD) the filings filing of the certificate articles of merger with the OSS Corporation Commission pursuant to the OGCL VSCA and the Articles of Merger with the DSCP West Virginia Secretary pursuant to the PBCLWVCA and the issuance of related certificates of merger and the filing of the Articles Amendment with the West Virginia Secretary of State; (DE) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common United Stock in the Merger; and (EF) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky United is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky United or of any of its Subsidiaries or to which Sky United or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles certificate of Incorporation incorporation or Code of Regulations by-laws (or similar governing documents) of Sky United or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Mutual First or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Mutual First of this Agreement or to consummate the Company Merger or the Bank Merger except for (A) the filing of applications, notices or the Agreement filings referred to Merge, as applicable, with the federal and state banking authoritiesin Section 5.03(f)(i); (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Mutual First Common Stock in the Company Merger; and (EC) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky Mutual First is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received in a timely manner without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or material agreement, indenture or instrument of Sky Mutual First or of any of its Subsidiaries or to which Sky Mutual First or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky Mutual First or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, material agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party Third Party are required to be made or obtained by Sky the Company or any of its Subsidiaries in connection with the execution, delivery or performance by Sky the Company of this Agreement or in order to consummate the Merger Transaction, except as set forth in Section 5.2(f)(i) of the Company Disclosure Schedule and except for (A) the filing of applicationsa premerger notification and report form under the HSR Act, notices and the receipt, termination or the Agreement to Mergeexpiration, as applicable, with of approvals or waiting periods required under the federal and state banking authorities; HSR Act or any other applicable competition, merger control, antitrust or similar Law, (B) the filing with the SEC of (1) a proxy statement relating to the adoption and declaration approval by the holders of effectiveness Class A Common Stock of this Agreement and the Registration Merger (as amended or supplemented from time to time, the “Proxy Statement; ”) and (2) such reports under the Exchange Act as may be required in connection with this Agreement and the Transaction, (C) the filings filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles Certificate of Merger with the DSCP pursuant Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to the PBCL; do business, (D) such any filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws rules and regulations of various states in connection with the issuance of Sky Common New York Stock in the Merger; Exchange, and (E) receipt such other consents, approvals, orders, authorizations, actions, registrations, declarations, and filings the failure of which to be obtained or made individually or in the aggregate is or would be immaterial. Section 5.2(f)(i) of the approvals set Company Disclosure Schedule sets forth each such consent, approval, waiver, or filing referred to in Section 7.01(b)clauses (A) – (D) above and identifies the applicable Subsidiary (including the applicable state in which it operates) and applicable Governmental Authority. As of the date hereof, Sky to the Company’s Knowledge there is not aware of any no reason why the approvals set forth above and referred to in Section 7.01(b7.1(b) will not be received in a timely manner and without the imposition of a condition, restriction restriction, or requirement of the type described in Section 7.01(b7.1(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby Transaction do not and will not (A) except as Previously Disclosed, constitute a material breach or violation of, or a default under, or require the consent, approval or authorization of, or notice to or filing with, any Third Party with respect to, or give rise to any Lien, any acceleration of remedies or any right of termination under, any lawLaw, rule or regulation or any judgmentCompany Permit, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky the Company or of any of its Subsidiaries or to which Sky the Company or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (Company Certificate, the Company Bylaws or similar governing documentsdocuments of the Company’s Subsidiaries or (C) conflict with or result in any violation of Sky any material Law binding upon or applicable to the Company or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No Except as set forth in Section 5.04(f) of SHBI’s Disclosure Schedule, no consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky or any of its Subsidiaries in connection with the execution, delivery or performance by Sky SHBI of this Agreement and by Shore United of the Bank Merger Agreement, or to consummate the Merger Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFRB, notices or the Agreement to MergeMD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; issuance of SHBI Common Stock in the Merger, (BC) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing and declaration of effectiveness of the Registration Statement; (C1) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP MD SDAT pursuant to the PBCL; MDGCL and (D2) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection Bank Merger Agreement with the issuance of Sky Common Stock in OCC and MD SDAT and the Merger; MD OCFR pursuant to the MDGCL and the MFIC, (E) receipt the SHBI Shareholder Approval and the TCFC Shareholder Approval and (F) the consent of CBC’s and Shore United’s sole shareholder. To the approvals set forth in Section 7.01(b). As Knowledge of the date hereofSHBI, Sky there is not aware of any no reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers, notices and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by SHBI and the Bank Merger Agreement by Shore United and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination underunder (in each case with or without notice, lapse of time, or both), any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries or license to which Sky SHBI or any of its Subsidiaries or any of their respective assets or properties is subject or bound, or any SHBI Contract, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky SHBI or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreementor SHBI Contract except in the case of clauses (A) and (C) above where such violations, indenture conflicts, or instrumentdefaults have not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SHBI.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky United or any of its Subsidiaries in connection with the execution, delivery or performance by Sky United of this Agreement or to consummate the Merger except for (A) the filing of applications, notices or the Agreement to Mergeapplications and notices, as applicable, with the federal and state banking and thrift authorities; (B) the adoption and approval by the shareholders of United of the Articles Amendment as contemplated hereby; (C) the filing and declaration of effectiveness of the Registration Statement; (CD) the filings filing of applications or notices with the U.S. Department of Justice and Federal Trade Commission pursuant to the H-S-R Act; (E) the filing of a certificate of merger with the OSS Delaware Secretary pursuant to the OGCL DGCL and the filing of articles of merger and the Articles of Merger Amendment with the DSCP pursuant to the PBCLWest Virginia Secretary; (DF) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common United Stock in the Merger; and (EG) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky United is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky United or of any of its Subsidiaries or to which Sky United or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles certificate of Incorporation incorporation or Code of Regulations by-laws (or similar governing documents) of Sky United or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky HEOP or any of its Subsidiaries in connection with the execution, delivery or performance by Sky HEOP of this Agreement and by Heritage Oaks Bank of the Bank Merger Agreement, or to consummate the Merger Transaction, except as set forth in Section 5.03(f)(i) of HEOP’s Disclosure Schedule and except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFRB and the DBO, notices or as required, (B) filings with the Agreement to MergeSEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky PPBI Common Stock in the Merger; , (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC, (E) receipt the approval of this Agreement by the holders of the approvals set forth outstanding shares of HEOP Common Stock, and (F) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in Section 7.01(b)the Merger. As of the date hereof, Sky HEOP is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by HEOP and the Bank Merger Agreement by Heritage Oaks Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky HEOP or of any of its Subsidiaries or to which Sky HEOP or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky HEOP or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by Sky the Company or any of its Subsidiaries in connection with the execution, delivery or performance by Sky the Company of this Agreement and by Company Bank of the Bank Merger Agreement, or to consummate the Merger Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFRB, notices or the Agreement to MergeFDIC, the DFPI and the FOFR, as required, (B) filings with the SEC, Nasdaq and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings filing of (1) the Delaware Certificate of Merger with the Secretary of State of the certificate State of merger with the OSS Delaware pursuant to the OGCL and DGCL, (2) the Florida Articles of Merger with the DSCP Secretary of State of Florida pursuant to the PBCL; FBCA, (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DFPI pursuant to the CGCL and CFC, and (4) articles of merger with respect to the Bank Merger with the Secretary of State of the State of Florida pursuant to the FBCA, and (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b)Company Shareholder Approval. As of the date hereof, Sky the Company is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by the Company and the Bank Merger Agreement by Company Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, Law or agreement, indenture ​ ​ or instrument of Sky the Company or of any of its Subsidiaries or to which Sky the Company or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles Company Articles, the Company Bylaws or the organizational documents of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiaries, the Company’s Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or licenseLaw, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky First Mutual or any of its Subsidiaries in connection with the execution, delivery or performance by Sky First Mutual of this Agreement and by FMB of the Bank Merger Agreement, or to consummate the Merger Transaction, except as Previously Disclosed and except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFRB, notices or the Agreement to MergeFDIC, the OTS and the Department, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) submission of this Agreement for the filing and declaration of effectiveness approval of the Registration Statement; holders of First Mutual Common Stock and the issuance of Washington Federal Common Stock in the Merger, (C) the filings filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP Secretary of State of the State of Washington and the Department pursuant to the PBCL; WBCA and the RCW and the filing of Articles of Combination with the OTS pursuant to OTS regulations and (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws approval of various states in connection with this Agreement by the issuance of Sky Common Stock in the Merger; and (E) receipt holders of the approvals set forth in Section 7.01(b)outstanding shares of First Mutual Common Stock. As of the date hereof, Sky First Mutual is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by First Mutual, the Bank Merger Agreement by FMB and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky First Mutual or of any of its Subsidiaries or to which Sky First Mutual or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky First Mutual or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky or any of its Subsidiaries in connection with the execution, delivery or performance by Sky of this Agreement or to consummate the Merger except for (A) the filing of applications, notices or the Agreement to Merge, as applicable, with the federal and state banking authoritiesRegulatory Authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCLOGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of various states in connection with the issuance of Sky Common Stock Shares in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware has no knowledge of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries or to which Sky or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Customers or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Customers of this Agreement or to consummate the Merger except for (A) the filing filings of applications, notices or and the Agreement to MergeMerge with, or requests for approvals and waivers from, as applicable, with the federal and state banking authoritiesauthorities and other Regulatory Authorities; (B) the filing and declaration of effectiveness receipt of the Registration Statementregulatory approvals set forth in Section 7.01(b); (C) filings with state and federal securities authorities; (D) the filings filing of the certificate articles of merger with the OSS pursuant to Department of State of the OGCL and the Articles Commonwealth of Merger with the DSCP pursuant to the PBCLPennsylvania; (DE) the expiration or termination of any applicable waiting period under any applicable regulation; (F) such filings as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" laws ” Laws of various states in connection with the issuance of Sky Customers Common Stock in the Parent Merger; and (EG) receipt of the approvals third-party consents set forth in on the Customers Disclosure Schedule under Section 7.01(b5.03(f)(i). As Neither Customers nor any of the date hereof, Sky is not aware of its Subsidiaries has any reason why to believe that any regulatory approvals required from any Regulatory Authorities in connection with the approvals set forth in Section 7.01(b) transactions contemplated by this Agreement will not be received, and received without the imposition of a condition, restriction or requirement conditions that violate the provisions of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities lawsLaws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, orderLaw, governmental permit or license, or agreement, indenture indenture, instrument or instrument material contract of Sky Customers or of any of its Subsidiaries or to which Sky Customers or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations Bylaws (or similar governing documents) of Sky Customers or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, orderLaw, governmental permit or license, agreement, indenture indenture, instrument or instrumentmaterial contract.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by Sky First Foundation or any of its Subsidiaries in connection with the execution, delivery or performance by Sky First Foundation of this Agreement and by First Foundation Bank of the Bank Merger Agreement or to consummate the Merger Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFRB, notices or the Agreement to MergeFDIC, the DFPI and the FOFR, as required, (B) filings with the SEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky First Foundation Common Stock in the Merger; , (C) approval of the listing of such First Foundation Common Stock on the Nasdaq, (D) the filing of (1) the Delaware Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Florida Articles of Merger with the Secretary of State of Florida pursuant to the FBCA, (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DFPI pursuant to the CGCL and CFC, and (4) articles of merger with respect to the Bank Merger with the Secretary of State of the State of Florida pursuant to the FBCA, and (E) receipt of the approvals set forth in Section 7.01(b)First Foundation Stockholder Approval. As of the date hereof, Sky First Foundation is not aware of any ​ ​ reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by First Foundation and the Bank Merger Agreement by First Foundation Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a material breach or material violation of, or a material default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, Law or agreement, indenture or instrument of Sky First Foundation or of any of its Subsidiaries or to which Sky First Foundation or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles First Foundation Certificate, the First Foundation Bylaws or the organizational documents of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiaries, First Foundation’s Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or licenseLaw, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by Sky TriCo or any of its Subsidiaries in connection with the execution, delivery or performance by Sky TriCo of this Agreement and by Tri Counties of the Bank Merger Agreement or to consummate the Merger Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFRB, notices or the Agreement to MergeFDIC, the OCC and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky TriCo Common Stock in the Merger; , (C) approval of the listing of such TriCo Common Stock on the Nasdaq, (D) the filing of (1) the Agreement of Merger with the Secretary of State of the State of California pursuant to the CGCL, and (2) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and the CFC and (E) receipt the approval of this Agreement and the Transaction and the issuance of TriCo Common Stock in the Merger by the vote of the approvals set forth in Section 7.01(b)holders of the outstanding shares of TriCo’s Common Stock. As of the date hereof, Sky TriCo is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by TriCo and the Bank Merger Agreement by Tri Counties and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a material breach or material violation of, or a material default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky TriCo or of any of its Subsidiaries or to which Sky TriCo or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky TriCo or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky GLB or any of its Subsidiaries in connection with the execution, delivery or performance by Sky GLB and GLB Bank of this Agreement Agreement, respectively, or to consummate the Merger Transaction except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFDIC, notices or the Agreement to MergeDepartment and the Federal Reserve Board, (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) submission of this Agreement for the filing and declaration of effectiveness approval of the Registration Statement; holders of GLB Common Stock and BVCC Common Stock and the registration of BVCC Common Stock issuable in the Merger, (C) the filings filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles a Certificate of Merger with the DSCP Secretary of State of the State of Delaware pursuant to the PBCL; DGCL with respect to the Merger and (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws approval and adoption of various states in connection with the issuance of Sky Common Stock in the Merger; this Agreement by a BVCC Majority Vote and (E) receipt of the approvals set forth in Section 7.01(b)a GLB Majority Vote. As of the date hereof, Sky GLB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b7.1(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b7.1(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by GLB and the consummation of the transactions contemplated hereby Transaction do not and will not not, except as disclosed in Schedule 5.2(f) of the GLB Disclosure Schedule, (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky GLB or of any of its Subsidiaries or to which Sky GLB or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (GLB Certificate, the GLB Bylaws or similar governing documents) documents of Sky or any of its Subsidiaries, GLB's Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Washington Federal or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Washington Federal of this Agreement and by WFS of the Bank Merger Agreement or to consummate the Merger Transaction, except for (A) filings of applications or notices with and approvals or waivers by the filing of applicationsFRB, notices or the Agreement to MergeFDIC, the OTS and the Department, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) submission of this Agreement for the filing and declaration of effectiveness approval of the Registration Statement; holders of First Mutual Common Stock and the issuance of Washington Federal Common Stock in the Merger, (C) the filings approval of the certificate listing on Nasdaq of merger with the OSS pursuant Washington Federal Common Stock to be issued in the OGCL Merger and (D) the filing of Articles of Merger with the DSCP Secretary of State of the State of Washington and the Department pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under WBCA and the securities or "Blue Sky" laws RCW and the filing of various states in connection Articles of Combination with the issuance of Sky Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b)OTS pursuant to OTS regulations. As of the date hereof, Sky Washington Federal is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by Washington Federal, the Bank Merger Agreement by WFS and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky Washington Federal or of any of its Subsidiaries or to which Sky Washington Federal or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky Washington Federal or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority court, administrative agency or commission or other governmental authority or instrumentality or with any third party are required to be made or obtained by Sky Wachovia or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Wachovia of this Agreement or to consummate the Merger except for (A) approval of the filing listing on the NYSE of applications, notices or Wachovia Common Stock to be issued in the Agreement to Merge, as applicable, with the federal and state banking authoritiesMerger; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings filing of articles of merger with the North Carolina Secretary of State pursuant to the NBCA and a certificate of merger with the OSS Delaware Secretary of State pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCLDGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Wachovia Stock in the Merger; and (E) receipt the filing of an application with and approval of the approvals Board of Governors of the Federal Reserve System under Section 4(c)(8) of the Bank Holding Company Act of 1956, as amended; and (F) the filings and receipts of approval set forth in Section 7.01(b). As of the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction receipt of the requirements regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Wachovia or of any of its Subsidiaries or to which Sky Wachovia or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles certificate of Incorporation incorporation or Code of Regulations by-laws (or similar governing documents) of Sky Wachovia or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Peoples or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Peoples of this Agreement or to consummate the Merger except for (A) the filing filings of applications, waivers or notices or and the Agreement to Merge, as applicable, with Regulatory Authorities to approve the federal and state banking authorities; transactions contemplated by the Agreement, (B) the filing and declaration of effectiveness of the Registration Statement; , (C) NB&T Financial Shareholder Adoption and Peoples Shareholder Adoption, (D) the filings filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; OGCL, and (E) the receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky Peoples is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of consents and approvals noted in Section 5.03(f)(i) and the requirements referred to in the preceding paragraph and expiration of the related regulatory waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute result in a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Peoples or of any of its Subsidiaries or to which Sky Peoples or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Peoples Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its SubsidiariesPeoples Regulations, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky BVCC or any of its Subsidiaries in connection with the execution, delivery or performance by Sky BVCC of this Agreement or to consummate the Merger Transaction, except for (A) filings of applications or notices with and approvals or waivers by the filing Federal Reserve Board to effect the registration of applications, notices or BVCC as a bank holding company; (B) filings with the Agreement to MergeSEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) submission of this Agreement for the filing and declaration of effectiveness approval of the Registration Statementholders of GLB Common Stock and BVCC Common Stock and the registration of BVCC Common Stock issuable in the Merger; (C) the filings approval of the certificate listing on the NYSE of merger with the OSS pursuant BVCC Common Stock to be issued in the OGCL and Merger, (D) the Articles filing of a Certificate of Merger with the DSCP Secretary of State of the State of Delaware pursuant to the PBCL; (D) such filings as are required DGCL with respect to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; Merger and (E) receipt the approval and adoption of this Agreement and the approvals set forth in Section 7.01(b)Transaction by a GLB Majority Vote and a BVCC Majority Vote. As of the date hereof, Sky BVCC is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b7.1(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b7.1(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by BVCC and the consummation of the transactions contemplated hereby Transaction do not and will not not, except as disclosed in Schedule 5.3(f) of the BVCC Disclosure Schedule, (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky BVCC or of any of its Subsidiaries or to which Sky BVCC or any of its Subsidiaries or their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (BVCC Certificate, the BVCC bylaws or similar governing documents) documents of Sky or any of its Subsidiaries, BVCC's Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by Sky FNBB or any of its Subsidiaries in connection with the execution, delivery or performance by Sky FNBB of this Agreement and by First National Bank of the Bank Merger Agreement, or to consummate the Merger Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFRB, notices or the Agreement to MergeFDIC, the OCC and the DBO, as required, (B) filings with the SEC, Nasdaq and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings filing of (1) the certificate of merger with the OSS pursuant to the OGCL and the Articles Agreement of Merger with the DSCP Secretary of State of the State of California pursuant to the PBCL; CGCL and (2) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC, and (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws approval of various states in connection with this Agreement and the issuance of Sky Common Stock in Transaction by the Merger; and (E) receipt holders of the approvals set forth in Section 7.01(b)outstanding shares of FNBB Common Stock. As of the date hereof, Sky FNBB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by FNBB and the Bank Merger Agreement by First National Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a material breach or material violation of, or a material default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky FNBB or of any of its Subsidiaries or to which Sky FNBB or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky FNBB or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Parent, Parent Bank or Parent Sub of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Merger Transactions, except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFederal Reserve Board, notices or the Agreement to MergeOCC, as applicablethe Maine Superintendent and the Connecticut Bank Commissioner, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles a Certificate of Merger with the DSCP Secretary of State of the State of Delaware pursuant to the PBCL; DGCL and (DC) such filings as are required to be made corporate approvals and such consents or approvals as are required to be obtained under of, or waivers by, or filings or registrations with, certain of the securities or "Blue Sky" laws of various states foregoing federal and state banking agencies in connection with the issuance of Sky Common Stock in the Bank Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent, Parent Bank and Parent Sub, as applicable, and the consummation of the transactions contemplated hereby Transactions do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Parent or of any of its Subsidiaries or to which Sky Parent or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky Parent or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i1) No consents or approvals of, or filings or registrations with, any governmental or regulatory authority, agency, court, commission or other entity, domestic or foreign (“Governmental Authority Entity”) or with any third party are required to be made or obtained by Sky it or any of its Subsidiaries subsidiaries in connection with the execution, delivery or performance by Sky it of this Agreement Plan or to consummate the Merger or the Bank Merger except for (A) filings and approvals of applications with and by federal, state and other authorities as Previously Disclosed, (B) filings with the SEC, the National Association of Securities Dealers, and state securities authorities, (C) filings and approvals under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, if required by applicable law and regulation (D) the applicable stockholder approval described in Section 5.2(a), (E) any consents, notices or approvals required pursuant to any investment advisory contract or the Investment Advisers Act of 1940, and (F) the filing of applications, notices or the Agreement to Merge, as applicable, Certificate of Merger with the federal and state banking authorities; (B) the filing and declaration Secretary of effectiveness State of the Registration Statement; (C) the filings State of the certificate of merger with the OSS Delaware pursuant to the OGCL DGCL and the filing of the Articles of Merger with the DSCP pursuant Department of State of the Commonwealth of Pennsylvania. (2) Subject to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the regulatory approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph (the “Regulatory Approvals”), and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement Plan and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky it or of any of its Subsidiaries subsidiaries or to which Sky it or any of its Subsidiaries subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiaries, Governing Documents or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument. (3) As of the date hereof, it (a) knows of no reason why (1) all Regulatory Approvals from any Governmental Entity required for the consummation of the transactions contemplated by this Plan should not be obtained on a timely basis or (2) the opinion of tax counsel referred to, in the case of PNC, in Section 6.2(c) and, in the case of the Company, in Section 6.3(c) should not be obtained on a timely basis and (b) has no reason to believe that the Merger will fail to qualify as a reorganization under Section 368(a) of the Internal Revenue Code.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky CBAN or any of its Subsidiaries in connection with the execution, delivery or performance by Sky CBAN of this Agreement or to consummate the Merger transactions contemplated by this Agreement, including the Bank Merger, except for (Ai) the Regulatory Approvals, (ii) the filing of applications, notices or the Agreement to Merge, as applicable, with the federal SEC and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; , (Ciii) the filings filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger contemplated by Section 1.04(a) and the filing of documents with the DSCP FDIC, the Secretary of State of the State of Georgia or other applicable state banking agencies to cause the Bank Merger to become effective, (iv) such other filings and reports as required pursuant to the PBCL; Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (Dv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO and the rules of the NASDAQ and (vi) such filings and approvals as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of various states in connection with the issuance of Sky the shares of CBAN Common Stock in pursuant to this Agreement and approval of listing of such CBAN Common Stock on the Merger; and (E) NASDAQ. Subject to the receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by CBAN do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries or to which Sky or any of its Subsidiaries or properties is subject or boundnot, (B1) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation and bylaws of CBAN, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Code of Regulations (or similar governing documents) of Sky injunction applicable to CBAN or any of its Subsidiaries, or any of their respective properties or assets, (C3) require violate, result in a breach of any consent provision of or approval under the loss of any such lawbenefit under, ruleconstitute a default (or an event which, regulationwith notice or lapse of time, judgmentor both, decreewould constitute a default) under, orderresult in the termination of or a right of termination or cancellation under, governmental permit accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of CBAN or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which CBAN or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound. As of the date hereof, CBAN has no Knowledge of any reason (i) why the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, consent from any Governmental Authority or with Entity, including any third party are Gaming Authority, is required to be made or obtained by Sky or any of its Subsidiaries it in connection with the execution, delivery or and performance by Sky such Party of its obligations under this Agreement and the other agreements, documents and instruments to which such Party is or to consummate will be a party, or the Merger consummation by such Party of the transactions contemplated hereby and thereby, except for (A) filings of applications and notices with, and receipt of approvals or nonobjections from, the filing of applicationsSEC, notices or the Agreement to Mergestate securities authorities and applicable securities exchanges, as applicable, with the federal and state banking authorities; (B) filing of the filing Registration Statement and the Joint Information Statement/Prospectus with the SEC and declaration by the SEC of the effectiveness of the Registration Statement; Statement under the Securities Act, (C) the filings filing of the certificate Certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; Merger, (D) such filings with applicable securities exchanges as are required necessary to be made or approvals as are required to be obtained under obtain the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and listing authorizations contemplated by this Agreement, (E) receipt the Gaming Approvals, if any, (F) consents required under liquor licenses, if any, and (G) approval of the approvals set forth in Section 7.01(b). As of Restructuring by the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction relevant court or requirement of the type described in Section 7.01(b)other Governmental Entity. (ii) Subject to the satisfaction receipt of the requirements regulatory consents and approvals referred to in the preceding paragraph and paragraph, the expiration of the related waiting periods, periods and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, Lien or any acceleration of remedies remedies, penalty, increase in benefit payable or any right of termination under, any lawapplicable Law, rule or regulation or any judgment, decree, orderOrder, governmental permit or license, or agreement, indenture or instrument of Sky it or of any of its Subsidiaries or to which Sky it or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky its or any of its Significant Subsidiaries, ’ Governing Documents or (C) require any consent or approval under any such lawLaw, rule, regulation, judgment, decree, orderOrder, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky PCBI or any of its Subsidiaries in connection with the execution, delivery or performance by Sky PCBI of this Agreement or to consummate the Merger except for (A) the filing of applications, notices notices, or the Agreement to Merge, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration StatementCertificate of Merger with the Department pursuant to the MGCL; (C) the filings filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles Certificate of Merger with the DSCP Secretary pursuant to the PBCLOGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of various states in connection with the issuance of Sky PCBI Common Stock Shares in the Parent Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky PCBI is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky PCBI or of any of its Subsidiaries or to which Sky PCBI or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the PCBI Articles of Incorporation or Code of Regulations (the PCBI Bylaws or similar governing documents) documents of Sky or any of its SubsidiariesPCBI Subsidiary, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky or any of its Subsidiaries VCB in connection with the execution, delivery or performance by Sky VCB of this Agreement or to consummate the Merger Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the filing FRB and the Virginia Bureau of applicationsFinancial Institutions and other Governmental Authorities, notices or as required, (B) filings with the Agreement to MergeSEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) submission of this Agreement for the filing and declaration of effectiveness approval of the Registration Statement; holders of VCB Common Stock and the issuance of EVBS Common Stock in the Merger, (C) the filings filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP Virginia State Corporation Commission pursuant to the PBCL; VSCA with respect to the Merger and the issuance of a certificate of merger in connection therewith, and (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws approval of various states in connection with this Agreement and the issuance Plan of Sky Common Stock in Merger by the Merger; and (E) receipt holders of the approvals set forth in Section 7.01(b)required number of outstanding shares of VCB Common Stock. As of the date hereof, Sky VCB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by VCB and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries VCB or to which Sky VCB or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the VCB Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its SubsidiariesVCB Bylaws, or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or madeor obtained by Sky Washington Federal or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Washington Federal of this Agreement and the Agreement and Plan of Merger and Liquidation, and by WFS of the Bank Merger Agreement, or to consummate the Merger Transaction, except for (A) filings of applications or notices, and articles of combination with, and approvals or waivers by, the filing of applicationsOTS, notices or the Agreement to Merge, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS Secretary of State of the State of Delaware pursuant to the OGCL DGCL with respect to the Merger, and (C) the Articles filing of Merger articles of merger with the DSCP Secretary of State of the State of Washington pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws WBCA and a certificate of various states in connection merger with the issuance Secretary of Sky Common Stock in the Merger; and (E) receipt State of the approvals set forth State of Delaware pursuant to the DGCL, in Section 7.01(b). As of each case with respect to the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)Liquidation. (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement, the Agreement and Plan of Merger and Liquidation and the Bank Merger Agreement by Washington Federal and WFS, as applicable, and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky Washington Federal or of any of its Subsidiaries or to which Sky Washington Federal or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky Washington Federal or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky NSD or any of its Subsidiaries in connection with the execution, delivery or performance by Sky NSD and NorthSide Bank of this Agreement and the Bank Merger Agreement, respectively, or to consummate the Merger Transaction except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsOCC, notices or the Agreement to MergeFDIC, the Department and the Federal Reserve Board, (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) submission of this Agreement for the filing and declaration of effectiveness approval of the Registration Statement; holders of NSD Common Stock and the registration of Parent Common Stock issuable in the Merger, (C) the filings filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP Secretary of State of the Commonwealth of Pennsylvania pursuant to the PBCL; PBCL and the Secretary of State of the State of Florida pursuant to the FLBC with respect to the Merger and (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws approval and adoption of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b)this Agreement by a Majority Vote. As of the date hereof, Sky NSD is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by NSD and NorthSide Bank, respectively, and the consummation of the transactions contemplated hereby Transaction do not and will not (A) except as Previously Disclosed, constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky NSD or of any of its Subsidiaries or to which Sky NSD or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (NSD Articles, the NSD Bylaws or similar governing documents) documents of Sky or any of its Subsidiaries, NSD's Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky or any of its Subsidiaries in connection with the execution, delivery or performance by Sky of this Agreement or to consummate the Parent Merger or the other transactions contemplated hereby except for (A) the filing of applications, notices or the Agreement to Mergeapplications and notices, as applicable, with the federal and state banking authoritiesRegulatory Authorities; (B) the filing and declaration of effectiveness of the Registration Statement, to the extent applicable; (C) the filings filing of the certificate Certificates of merger Merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCLOGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" laws ” Laws of various states in connection with the issuance of Sky Common Stock Shares in the Parent Merger; and (E) receipt of the approvals set forth Requisite Regulatory Approvals (as defined in Section 7.01(b)). As of the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) Requisite Regulatory Approvals will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities lawsLaws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, orderLaw, governmental permit or license, or agreement, indenture or instrument Contract of Sky or of any of its Subsidiaries or to which Sky or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (or similar governing documents) Governing Documents of Sky or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, orderLaw, governmental permit or license, agreement, indenture or instrumentgovernmental Contract.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Parent and Parent Bank of this Agreement and the Bank Merger Agreement, respectively, or to consummate the Merger Transaction, except as Previously Disclosed, and except for (A) filings of applications or notices with and approvals or waivers by the filing of applicationsFederal Reserve Board, notices or the Agreement to MergeOCC and the Department; (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) registration of Parent Common Stock issuable in the filing and declaration of effectiveness of the Registration StatementMerger; (C) the filings approval of the certificate listing on the NYSE of merger with the OSS pursuant Parent Common Stock to be issued in the OGCL Merger and (D) the filing of Articles of Merger with the DSCP Secretary of State of the Commonwealth of Pennsylvania pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection PBCL and with the issuance Secretary of Sky Common Stock in State of the State of Florida pursuant to the FLBC with respect to the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent and Parent Bank, respectively, and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Parent or of any of its Subsidiaries or to which Sky Parent or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations (bylaws or similar governing documents) documents of Sky Parent or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky First Citizens or any of its Significant Subsidiaries in connection with the execution, delivery or performance by Sky First Citizens of this Agreement or to consummate the Merger except for (A) the filing of applications, notices or notices, and the Agreement to Merge, as applicable, with the federal and state banking authoritiesauthorities to approve the transactions contemplated by this Agreement and to continue ICBC's trust powers and trust activities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCLOGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky First Citizens Common Stock Shares in the Parent Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky First Citizens is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky First Citizens or of any of its Significant Subsidiaries or to which Sky First Citizens or any of its Significant Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the First Citizens Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its SubsidiariesFirst Citizens Code, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by Sky Valley or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Valley of this Agreement and by Valley Bank of the Bank Merger Agreement, or to consummate the Merger Transaction, except for for: (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFRB, notices or the Agreement to MergeFDIC and the DFPI, as applicable, with the federal and state banking authoritiesrequired; (B) filings with the filing SEC, Nasdaq and declaration of effectiveness of the Registration Statementstate securities authorities, as applicable; (C) the filings filing of (1) the certificate of merger with the OSS pursuant to the OGCL and the Articles Agreement of Merger with the DSCP Secretary of State of the State of California pursuant to the PBCLCGCL and (2) the Bank Merger Agreement with the Secretary of State of the State of California and the DFPI pursuant to the CGCL and CFC; and (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b)Valley Shareholder Approval. As of the date hereof, Sky Valley is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)Burdensome Condition. (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by Valley and the Bank Merger Agreement by Valley Bank and the consummation of the transactions contemplated hereby Transaction do not and will not not: (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any lawLaw, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Valley or of any of its Subsidiaries or to which Sky Valley or any of its Subsidiaries or any of their respective assets or properties is subject or bound, ; (B) constitute a breach or violation of, or a default under, the Articles Valley Articles, the Valley Bylaws or the or the articles of Incorporation or Code of Regulations (incorporation, bylaws or similar governing documents) organizational documents of Sky or any of its Valley’s Subsidiaries, ; or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or licenseLaw, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i1) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Wachovia or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Wachovia of this Agreement or to consummate the Merger Merger, except for (A) the filing filings of applicationsapplications and notices with, notices receipt of approvals or the Agreement to Mergenonobjections from, as applicableand expiration of related waiting periods required by foreign, with the federal and state banking authorities; , including applications and notices under the BHC Act and HOLA, (B) filing of notices, and expiration of the related waiting periods, under the HSR Act or applicable foreign antitrust laws, (C) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, NYSE, foreign and state securities authorities, the NASD, the CFTC, applicable securities, commodities and futures exchanges, state insurance authorities, the FSA and other industry self-regulatory organizations, (D) filing of the Registration Statement and Proxy Statement with the SEC, and declaration of effectiveness by the SEC of the Registration Statement; ’s effectiveness under the Securities Act, (CE) the filings filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles Certificate of Merger with the DSCP pursuant to the PBCL; and (DF) such filings as are required with applicable securities exchanges to be made or approvals as are required obtain the authorization for listing contemplated by this Agreement. (2) Subject to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the consents and approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph paragraph, and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, Lien or any acceleration of remedies remedies, penalty, increase in material benefit payable or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Wachovia or of any of its Subsidiaries or to which Sky Wachovia or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles Constituent Documents of Incorporation or Code of Regulations (or similar governing documents) of Sky Wachovia or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument. (3) As of the date of this Agreement, Wachovia is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger on a timely basis.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Zions or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Zions of this Agreement or to consummate the Merger except for (A) the filing of applications, notices or the Agreement to Mergeapplications and notices, as applicable, with the federal and state banking authorities; (B) approval of the listing on the NASDAQ of Zions Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration Statement; (CD) the filings filing of the certificate articles of merger with the OSS Corporation Division pursuant to the OGCL UBCA and the Articles an agreement of Merger merger with the DSCP California Secretary pursuant to the PBCLCGCL; (DE) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Zions Common Stock in the Merger; and (EF) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware Zions has no knowledge of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction receipt of the requirements regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Zions or of any of its Subsidiaries or to which Sky Zions or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles certificate of Incorporation incorporation or Code of Regulations by-laws (or similar governing documents) of Sky Zions or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority court, administrative agency or commission or other governmental authority or instrumentality or with any third party are required to be made or obtained by Sky Western or any of its Subsidiaries in connection with the execution, delivery or performance by Sky either Western or Santa Xxxxxx Bank of this Agreement or to consummate the Merger except for (A) the filing of applications, notices or the Agreement to Mergeapplications and notices, as applicable, with the federal and state banking authoritiesGovernmental Authorities; (B) approval of the listing on the NASDAQ of Western Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration Statement; (CD) the filings filing of the certificate an agreement of merger with the OSS California Secretary pursuant to the OGCL and the Articles CGCL; (E) filing of Merger an agreement of merger with the DSCP Commissioner pursuant to the PBCLCalifornia Financial Code; (DF) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Western Common Stock in the Merger; and (EG) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky Western is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction receipt of the requirements regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Western or of any of its Subsidiaries or to which Sky Western or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations by-laws (or similar governing documents) of Sky Western or any of its Significant Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Parent or Parent Bank of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Merger Transactions, except for (A) filings of applications or notices with, and consents, approvals or waivers by, the filing of applicationsFederal Reserve Board, notices or the Agreement to MergeOCC, the FDIC and the Maine Superintendent, (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) submission of this Agreement to the filing and declaration of effectiveness shareholders of the Registration Statement; Company for approval and the issuance of Parent Common Stock in the Merger, (C) the filings filing of a listing application with, and approval of the certificate same by, the NYSE and (D) the filing of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP Secretary of State of the State of Maine pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under MBCA and the securities or "Blue Sky" laws Secretary of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt State of the approvals set forth in Section 7.01(b)Commonwealth of Massachusetts pursuant to the MBCL. As of the date hereof, Sky Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b7.03(c). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent and Parent Bank, as applicable, and the consummation of the transactions contemplated hereby Transactions do not and will not (A) constitute a breach or violation of, or a default under, the articles of incorporation or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries or to which Sky or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations bylaws (or similar governing documents) of Sky Parent or any of its Subsidiaries, (B) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent or any of its Subsidiaries, or any of their respective properties or assets or (C) require violate, conflict with, result in a breach of any consent provision of or approval under the loss of any such lawbenefit under, ruleconstitute a default (or an event which, regulationwith notice or lapse of time, judgmentor both, decreewould constitute a default) under, orderresult in the termination of or a right of termination or cancellation under, governmental permit accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Wellesley or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Wellesley or Wellesley Bank of this Agreement or to consummate the Merger transactions contemplated hereby, except for (Ai) the filing filings of applications, notices or the Agreement to Mergewaiver requests, as applicableand consents, with the federal approvals or waivers described in Section 4.08, and state banking authorities; (Bii) the filing and declaration approval of effectiveness this Agreement by the requisite affirmative vote of the Registration Statement; (C) the filings holders of the certificate outstanding shares of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b)Wellesley Stock. As of the date hereof, Sky is not aware Wellesley has no Knowledge of any reason why the approvals set forth above and referred to in Section 7.01(b6.01(a) will not be received without the imposition of in a condition, restriction or requirement of the type described in Section 7.01(b)timely manner. (iib) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph paragraph, and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by Wellesley and Wellesley Bank, as applicable, and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries or to which Sky or any of its Subsidiaries or properties is subject or bound, (Bi) constitute a breach or violation of, or a default under, the Articles charter or bylaws of Incorporation or Code of Regulations Wellesley (or similar governing documents) or similar governing documents of Sky any of its Subsidiaries, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Wellesley or any of its Subsidiaries, or any of its properties or assets or (Ciii) require violate, conflict with, result in a breach of any consent provision of or approval under the loss of any such lawbenefit under, ruleconstitute a default (or an event which, regulationwith notice or lapse of time, judgmentor both, decreewould constitute a default) under, orderresult in the termination of or a right of termination or cancellation under, governmental permit except as set forth in Wellesley Disclosure Schedule 3.08(b) accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Wellesley or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which Wellesley or any of its Subsidiaries is a party, or by which it or any of its properties or assets may be bound or affected.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Parent and Vineyard Bank, as applicable, of this Agreement or to consummate the Merger Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFDIC and the Department, notices or as required, (B) filings with the Agreement to MergeSEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the submission of this Agreement for the approval of the holders of Southland Bank Common Stock and the issuance of Sky Parent Common Stock in the Merger; , (C) the approval of the listing on Nasdaq of the Parent Common Stock to be issued in the Merger and (ED) receipt the filing of Agreement of Merger with the Secretary of State of the approvals set forth in Section 7.01(b)State of California and the Department pursuant to the GCLC and the FCSC. As of the date hereof, Sky Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by Parent and Vineyard Bank, as applicable, and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Parent or of any of its Subsidiaries or to which Sky Parent or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky Parent or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky or any of its Subsidiaries Lincoln in connection with the execution, delivery or performance by Sky the Lincoln parties of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Merger Transactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, and approvals or waivers by, the Federal Reserve Board, the FDIC, the Connecticut Banking Department and the NJDBI, as required, (B) filings with state securities authorities in connection with the solicitation of proxies from LPB’s shareholders for approval of the Holding Company Merger, (C) if required by any Governmental Authority, the filing of applicationsArticles of Merger with such Governmental Authority, notices (D) the approval of this Agreement by (1) the holders of a majority of the outstanding shares of LPB Common Stock represented at the LPB Meeting and entitled to vote and (2) the holders of such other number of the outstanding shares of LPB Common Stock represented at the LPB Meeting and entitled to vote as may be required by the Federal Reserve Board or other applicable Governmental Authority, and (E) such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the Agreement to Merge, as applicable, with the foregoing federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states agencies in connection with the issuance of Sky Common Stock in Holding Company Merger and the Bank Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereofof this Agreement, Sky Lincoln is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b8.1(c) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b8.1(c), or that the requisite approval of LPB’s shareholders will not be obtained. (iib) Subject to the satisfaction receipt of the requirements approvals referred to in Section 5.6(a), and the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Bank Merger Agreement, as applicable, by the Lincoln parties, and the consummation of the Transactions and the other transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under (or, with notice or lapse of time, or both, would constitute a default under), or give rise to any Lien, any acceleration of remedies or performance or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture indenture, note, bond, mortgage, deed of trust, lease or instrument of Sky or of any of its Subsidiaries Lincoln, or to which Sky Lincoln or any of its Subsidiaries properties or properties assets is subject subject, affected or boundbound (whether as issuer, guarantor, obligor or otherwise), (B) constitute a breach or violation of, or a default under, the Articles of Incorporation corporate charter or Code of Regulations bylaws (or similar governing documents) of Sky or any of its SubsidiariesLincoln, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture indenture, note, bond, mortgage, deed of trust, lease or instrument.

Regulatory Approvals; No Defaults. ​ (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by Sky First Foundation or any of its Subsidiaries in connection with the execution, delivery or performance by Sky First Foundation of this Agreement and by First Foundation Bank of the Bank Merger Agreement or to consummate the Merger Transaction, except for (A) filings of applications or notices ​ ​ ​ with, and approvals or waivers by, the filing of applicationsFRB, notices or the Agreement to MergeFDIC, the DFPI and the FOFR, as required, (B) filings with the SEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky First Foundation Common Stock in the Merger; , (C) approval of the listing of such First Foundation Common Stock on the Nasdaq, (D) the filing of (1) the Delaware Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Florida Articles of Merger with the Secretary of State of Florida pursuant to the FBCA, (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DFPI pursuant to the CGCL and CFC, and (4) articles of merger with respect to the Bank Merger with the Secretary of State of the State of Florida pursuant to the FBCA, and (E) receipt of the approvals set forth in Section 7.01(b)First Foundation Stockholder Approval. As of the date hereof, Sky First Foundation is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).. ​ (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by First Foundation and the Bank Merger Agreement by First Foundation Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a material breach or material violation of, or a material default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, Law or agreement, indenture or instrument of Sky First Foundation or of any of its Subsidiaries or to which Sky First Foundation or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles First Foundation Certificate, the First Foundation Bylaws or the organizational documents of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiaries, First Foundation’s Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or licenseLaw, agreement, indenture or instrument.. ​

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Parent, Merger Sub or any of its Parent's Subsidiaries in connection with the execution, delivery or performance by Sky Parent, Merger Sub and the Parent Bank of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the Merger Transactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with and approvals or waivers by the filing of applicationsFederal Reserve Board, notices or the Agreement to MergeOTS, the FDIC, the Massachusetts Bank Commissioner, the Depositors Insurance Fund, the Massachusetts Board and the MHPF, as applicablerequired, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL SEC and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the state securities or "Blue Sky" laws of various states authorities in connection with the issuance of Sky Parent Common Stock in the Merger; , (C) the approval of the listing on Nasdaq of the Parent Common Stock to be issued in the Merger, (D) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (E) receipt such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the approvals set forth foregoing federal and state banking agencies in Section 7.01(b)connection with the Bank Merger. As of the date hereof, Sky neither Parent nor Merger Sub is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b8.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b8.01(b). (iib) Subject to receipt, or the satisfaction making, of the requirements consents, approvals and filings referred to in the preceding paragraph Section 6.06(a) and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent, Merger Sub and the Parent Bank, as applicable, and the consummation of the Transactions and the other transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Parent, Merger Sub or of any of its Parent's Subsidiaries or to which Sky Parent, Merger Sub or any of its such Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky Parent, Merger Sub or any of its Subsidiaries, Parent's Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i1) No consents or approvals of, or filings or registrations with, any Governmental Authority Authority, Self-Regulatory Organization or with any third party are required to be made or obtained by Sky the Acquiror or any of its Subsidiaries in connection with the execution, delivery or performance by Sky the Acquiror of this Agreement Agreement, or to consummate the Merger Merger, except for (A) the filing of applications, notices or the Agreement to Mergeapplications and notices, as applicable, with the federal Federal Reserve System and state banking authoritiesthe Department of Justice; (B) approval of the listing on the NYSE of the Acquiror Common Stock to be issued as Merger Consideration (and related Acquiror Rights); (C) the filing and declaration of effectiveness of the Registration Statement; (CD) the filings filing of the (x) a certificate of merger with the OSS Secretary of State of the State of Delaware pursuant to the OGCL DGCL and the Articles (y) a certificate of Merger merger with the DSCP Secretary of State of the State of Ohio pursuant to the PBCLOGCL; and (DE) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Acquiror Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky the Acquiror is not aware of any reason why the approvals set forth in Section 7.01(b) of all Governmental Authorities or Self-Regulatory Organizations necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition, restriction condition or requirement of the type described in Section 7.01(b). (ii2) Subject only to the satisfaction receipt of the requirements regulatory approvals referred to in Section 5.04(d)(1), the preceding paragraph and expiration of applicable waiting periods and the related waiting periods, and making of all required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any 33 judgment, decree, order, governmental permit or license, or agreement, indenture or instrument Contract of Sky the Acquiror or of any of its Subsidiaries or to which Sky the Acquiror or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles certificate of Incorporation incorporation or Code of Regulations by-laws (or similar governing documents) of Sky the Acquiror or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture license or instrumentContract.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Parent and Parent Bank of this Agreement and the Bank Merger Agreement, respectively, or to consummate the Merger Transaction, except as Previously Disclosed, and except for (A) filings of applications or notices with and approvals or waivers by the filing of applicationsFederal Reserve Board and the OCC, notices or (B) filings with the Agreement to MergeSEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) registration of Parent Common Stock issuable in the filing and declaration of effectiveness of the Registration Statement; Merger, (C) the filings approval of the certificate listing on the NYSE of merger with the OSS pursuant Parent Common Stock to be issued in the OGCL Merger and (D) the filing of Articles of Merger with the DSCP Secretary of State of the Commonwealth of Pennsylvania pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection PBCL and with the issuance Secretary of Sky Common Stock in State of the State of Florida pursuant to the FLBC with respect to the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent and Parent Bank, respectively, and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Parent or of any of its Subsidiaries or to which Sky Parent or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky Parent or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky or any of its Subsidiaries in connection with the execution, delivery or performance by Sky of this Agreement or to consummate the Merger or the other transactions contemplated hereby except for (A) the filing of applications, notices or the Agreement to Mergeapplications and notices, as applicable, with the federal and state banking authoritiesRegulatory Authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings filing of the certificate Certificates of merger Merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCLOGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" laws ” Laws of various states in connection with the issuance of Sky Common Stock Shares in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware of any reason why the approvals set forth Requisite Regulatory Approvals (as defined in Section 7.01(b)) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities lawsLaws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, orderLaw, governmental permit or license, or agreement, indenture or instrument Contract of Sky or of any of its Subsidiaries or to which Sky or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (or similar governing documents) Governing Documents of Sky or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, orderLaw, governmental permit or license, agreement, indenture or instrumentgovernmental Contract.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky FCB or any of its Subsidiaries in connection with the execution, delivery or performance by Sky FCBI and FC Bank of this Agreement or to consummate the Merger Transaction, except for (A) filings of applications or notices with and approvals or waivers by the filing of applicationsFRB, notices or the Agreement to MergeFDIC, the OCC, and the Commissioner, as required, (B) filings with the SEC, the FDIC and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) submission of this Agreement for the filing and declaration of effectiveness approval of the Registration Statement; holders of TCB Common Stock and the issuance of FCBI Common Stock in the Merger, (C) the filings approval of the certificate listing on Nasdaq of merger with the OSS pursuant FCBI Common Stock to be issued in the OGCL Merger and (D) the filing of Articles of Merger with the DSCP Secretary of State of the State of North Carolina pursuant to the PBCL; (D) such filings as are required NCBCA with respect to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky FCB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by FCBI and FC Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky FCBI or of any of its Subsidiaries or to which Sky FCBI or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky FCBI or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky LCNB or any of its Subsidiaries in connection with the execution, delivery or performance by Sky LCNB of this Agreement or to consummate the Merger except for (A) the filing of applications, notices or notices, this Agreement and the Agreement to Merge, as applicable, with the federal and state banking authoritiesauthorities and the receipt of their approval of the transactions contemplated by this Agreement; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and OGCL; (C) the Articles of Merger filing with the DSCP pursuant to SEC and declaration of effectiveness of the PBCLRegistration Statement; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the MergerLCNB Shareholder Adoption; and (E) receipt approval of the approvals set forth in Section 7.01(b)listing of the LCNB Common Shares on The NASDAQ Capital Market®. As of the date hereof, Sky LCNB is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of approvals set forth in Section 7.01(b) and the requirements referred to in the preceding paragraph and expiration of the related regulatory waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute result in a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, under any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky LCNB or of any of its Subsidiaries or to which Sky LCNB or any of its Subsidiaries or properties is subject or bound, ; (B) constitute a breach or violation of, or a default under, the LCNB Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiaries, LCNB Regulations; or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky or any of its Subsidiaries SDTB in connection with the execution, delivery or performance by Sky SDTB of this Agreement or to consummate the Merger Transaction, except as set forth in Section 5.03(f)(i) of SDTB's Disclosure Schedule and except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFRB and the DFI, notices or as required, (B) filings with the Agreement to MergeSEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky PPBI Common Stock in the Merger; , (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of the Agreement and Agreement of Merger with the Secretary of State of the State of California and the DFI pursuant to the CGCL and CFC and (E) receipt the approval of this Agreement, including the Agreement and Agreement of Merger, by the holders of the approvals set forth in Section 7.01(b)outstanding shares of SDTB Common Stock. As of the date hereof, Sky SDTB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by SDTB and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries SDTB or to which Sky SDTB or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the SDTB Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiaries, SDTB Bylaws or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky or any of its Subsidiaries Strata in connection with the execution, delivery or performance by Sky Service MHC, Service and Strata Bank of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Merger Transactions and the other transactions contemplated hereby and thereby, except for (Ai) filings of applications or notices with, and approvals or waivers by, the FRB, the FDIC, the Commissioner, the DIF, the BBI and the MHPF, as required, (ii) filings with the SEC and state securities authorities in connection with the solicitation of proxies from holders of Service Common Stock for approval of the Mid-Tier Merger, (iii) the filing of applications, notices or the Agreement to Merge, as applicable, with the federal and state banking authorities; (B) the filing and declaration MHC Articles of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL Merger and the Mid-Tier Articles of Merger with the DSCP Secretary of State of the Commonwealth of Massachusetts pursuant to the PBCL; laws of the Commonwealth of Massachusetts, (Div) the approval of this Agreement by the holders of two-thirds of the outstanding shares of Service Common Stock and two-thirds of the corporators of Service MHC, (v) filings necessary to maintain compliance with applicable rules and regulations of NASDAQ, and (vi) such filings as are required to be made corporate approvals and such consents or approvals as are required to be obtained under of, or waivers by, or filings or registrations with, certain of the securities or "Blue Sky" laws of various states foregoing Bank Regulators in connection with the issuance of Sky Common Stock in MHC Merger and the Bank Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereofof this Agreement, Sky Strata is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b8.1(c) will shall not be received in a timely manner and without the imposition of a conditionany Burdensome Condition, restriction or requirement that the requisite approval of the type described in Section 7.01(b)Service’s shareholders shall not be obtained. (iib) Subject to the satisfaction receipt of the requirements approvals referred to in Section 5.6(a), and the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Bank Merger Agreement, as applicable, by Service MHC, Service and Strata Bank, and the consummation of the Transactions and the other transactions contemplated hereby and thereby, do not and will shall not (Ai) constitute a breach or violation of, or a default under (or, with notice or lapse of time, or both, would constitute a default under), or give rise to any Lien, any acceleration of remedies or performance or any right of termination or cancellation under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture indenture, note, bond, mortgage, deed of trust, lease or instrument of Sky or of any of its Subsidiaries Strata, or to which Sky Strata or any of its Subsidiaries properties or properties assets is subject subject, affected or boundbound (whether as issuer, guarantor, obligor or otherwise), (Bii) constitute a breach or violation of, or a default under, the Articles of Incorporation corporate charter or Code of Regulations bylaws (or similar governing documents) of Sky or any of its SubsidiariesStrata, or (Ciii) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture indenture, note, bond, mortgage, deed of trust, lease or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky IDPK or any of its Subsidiaries in connection with the execution, delivery or performance by Sky IDPK of this Agreement or to consummate the Merger Transaction, except as set forth in Section 5.03(f)(i) of IDPK’s Disclosure Schedule and except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFDIC, notices or the Agreement to MergeFRB and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky PPBI Common Stock in the Merger; , (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of the Agreement and Agreement of Merger with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC, (E) receipt the approval of this Agreement, including the Agreement of Merger, by the holders of the approvals set forth outstanding shares of IDPK Common Stock, and (F) the approval by the PPBI shareholders of the issuance of PPBI Common Stock in Section 7.01(b)the Merger. As of the date hereof, Sky IDPK is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by IDPK and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky IDPK or of any of its Subsidiaries or to which Sky IDPK or any of its Subsidiaries or any of its properties is subject or bound, (B) constitute a breach or violation of, or a default under, the IDPK Articles of Incorporation or Code of Regulations (IDPK Bylaws or similar governing documents) of Sky or any documents of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky MortgageIT or any of its Subsidiaries in connection with the execution, delivery or performance by Sky MortgageIT of this Agreement, the Agreement and Plan of Merger and Liquidation, or to consummate the Merger Transaction, except as Previously Disclosed and except for (A) the filing filings of applicationschange of control applications or notices with, notices and approvals or the Agreement to Mergewaivers by, Governmental Authorities, as applicablerequired, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of filings required under the Registration Statement; Exchange Act, (C) the filings filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant Maryland Department of Assessments and Taxation with respect to the PBCL; Merger and the merger contemplated by the Agreement and Plan of Merger and Liquidation, and (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws approval of various states in connection with this Agreement by the issuance of Sky Common Stock in the Merger; and (E) receipt holders of the approvals set forth in Section 7.01(b)outstanding shares of MortgageIT Common Stock. As of the date hereof, Sky MortgageIT is not aware of any reason why the approvals or waivers set forth above and referred to in Section 7.01(b) will not be received without the imposition of in a condition, restriction or requirement of the type described in Section 7.01(b)timely manner. (ii) Subject Except as Previously Disclosed, subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in Section 5.03(f)(i) and the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Agreement and Plan of Merger and Liquidation by MortgageIT and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination or loss of a material benefit under, (i) any law, rule or regulation or any judgment, decree, order, memorandum of understanding, commitment letter, extraordinary supervisory letter, governmental permit or license, or (ii) agreement, indenture or instrument of Sky MortgageIT or of any of its Subsidiaries or to which Sky MortgageIT or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (MortgageIT Articles, the MortgageIT Bylaws or similar governing documents) documents of Sky or any of its Subsidiaries, MortgageIT’s Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, memorandum of understanding, commitment letter, extraordinary supervisory letter, governmental permit or license, agreement, indenture or instrument, other than, in the case of clause (A)(ii), any such breach, violation, default, Lien, remedy or right that has not or would not be reasonably likely to have a Material Adverse Effect with respect to MortgageIT.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky or any of its Subsidiaries Southland Bank in connection with the execution, delivery or performance by Sky Southland Bank of this Agreement or to consummate the Merger Transaction, except as Previously Disclosed and except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFDIC and the Department, notices or as required, (B) filings with the Agreement to MergeSEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the submission of this Agreement for the approval of the holders of Southland Bank Common Stock and the issuance of Sky Parent Common Stock in the Merger; , (C) the filing of the Agreement of Merger with the Secretary of State of the State of California and the Department pursuant to the GCLC and the FCSC and (ED) receipt the approval of this Agreement by the holders of the approvals set forth in Section 7.01(b)outstanding shares of Southland Bank Common Stock. As of the date hereof, Sky Southland Bank is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by Southland Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries Southland Bank or to which Sky Southland Bank or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Southland Bank Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiaries, the Southland Bank Bylaws or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky CBAN or any of its Subsidiaries in connection with the execution, delivery or performance by Sky CBAN of this Agreement or to consummate the Merger transactions contemplated by this Agreement, including the Bank Merger, except for (Ai) the Regulatory Approvals, (ii) the filing of applications, notices or the Agreement to Merge, as applicable, with the federal SEC and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; , (Ciii) the filings Requisite CBAN Shareholder Approval, (iv) the filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger contemplated by Section 1.04(a) and the filing of documents with the DSCP FDIC, the Secretary of State of the State of Georgia or other applicable state or federal banking agencies to cause the Bank Merger to become effective, (iv) such other filings and reports as required pursuant to the PBCL; Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (Dv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO and the rules of the Nasdaq and (vi) such filings and approvals as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of various states in connection with the issuance of Sky CBAN Common Stock in Issuance and approval of listing of such CBAN Common Stock on the Merger; and (E) Nasdaq. Subject to the receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by CBAN do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries or to which Sky or any of its Subsidiaries or properties is subject or boundnot, (B1) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation and bylaws of CBAN, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Code of Regulations (or similar governing documents) of Sky injunction applicable to CBAN or any of its Subsidiaries, or any of their respective properties or assets, (C3) require violate, result in a breach of any consent provision of or approval under the loss of any such lawbenefit under, ruleconstitute a default (or an event which, regulationwith notice or lapse of time, judgmentor both, decreewould constitute a default) under, orderresult in the termination of or a right of termination or cancellation under, governmental permit accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of CBAN or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which CBAN or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound. As of the date hereof, CBAN has no Knowledge of any reason (i) why the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky West Town or any of its Subsidiaries in connection with the execution, delivery or performance by Sky West Town and its Subisidiaries of this Agreement or to consummate the Merger transactions contemplated by this Agreement, except for (Ai) filings of applications or notices with, and consents, approvals or waivers by the FDIC, the NCCOB, and the Federal Reserve, (ii) the filing of applications, notices or the Agreement to Merge, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the approvals set forth Fairness Order from the Securities Administrator or, in lieu thereof, and as provided in Section 7.01(b5.5(d), qualification of the West Town Common Stock to be issued to Sound Bank's shareholders with the Securities and Exchange Commission under its Regulation A, or effectiveness of a registration statement filed by West Town under the Securities Act covering the offering of such shares of West Town Common Stock to Sound Bank's shareholders, and (iii) the approval of this Agreement by West Town, as sole shareholder of Interim Bank. Each consent, approval or waiver by the FDIC, the NCCOB, and the Federal Reserve referred to in clause (i) and (ii) hereof is a “Regulatory Approval” with respect to the obligations of West Town and WTBT pursuant hereto. As of the date hereof, Sky West Town is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b6.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)received. (iib) Subject to the satisfaction receipt of the requirements Regulatory Approvals and the making of the filings referred to in Section 4.07(a), and the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by West Town, Interim Bank and WTBT, and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries or to which Sky or any of its Subsidiaries or properties is subject or bound, (Bi) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations Bylaws (or similar governing documents) of Sky West Town or any of its SubsidiariesSubsidiary, or (Cii) require violate any consent or approval under any such lawstatute, code, ordinance, rule, regulation, judgment, decree, order, governmental permit writ, decree or injunction applicable to West Town or any Subsidiary, or any of their respective properties or assets, or (iii) except as otherwise disclosed on West Town Disclosure Schedule Section 4.07(b), violate, conflict with, result in a material breach of any provision of or the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of West Town or any Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which West Town or any Subsidiary is a party, or by which any of them or any of their respective properties or assets may be bound or affected.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky the Company or any of its Subsidiaries in connection with the execution, delivery or performance by Sky the Company or the Company Bank of this Agreement, the Bank Merger Agreement and the Stock Option Agreement, as applicable, or to consummate the Merger Transactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFederal Reserve Board, notices or the Agreement to MergeOCC, the Massachusetts Bank Commissioner, the Depositors Insurance Fund, the Maine Superintendent, the Massachusetts Board and the MHPF, as applicablerequired, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL SEC and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the state securities or "Blue Sky" laws of various states authorities in connection with the issuance of Sky Parent Common Stock in the Merger; , (C) the filing of Articles of Merger with the Secretary of State of the State of Maine pursuant to the MBCA and the Secretary of State of the Commonwealth of Massachusetts pursuant to the MBCL, (D) the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock and (E) receipt such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the approvals set forth foregoing federal and state banking agencies in Section 7.01(b)connection with the Bank Merger. As of the date hereof, Sky the Company is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction receipt of the requirements approvals referred to in the preceding paragraph paragraph, and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement, the Bank Merger Agreement and the Stock Option Agreement by the Company and the Company Bank, as applicable, and the consummation of the Transactions and the other transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky the Company or of any of its Subsidiaries or to which Sky the Company or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation association or Code of Regulations bylaws (or similar governing documents) of Sky the Company or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Buyer or any of its Subsidiaries or affiliates in connection with the execution, delivery or performance by Sky Buyer of this Agreement Agreement, or to consummate the Merger transactions contemplated by this Agreement, except for (Ai) filings of applications or notices with, and consents, approvals or waivers by, the FRB, the OCC, the FDIC and the Arkansas State Bank Department; (ii) the filing and effectiveness of the Registration Statement with the SEC; (iii) the approval of the listing on Nasdaq of the Buyer Common Stock to be issued in the Merger; (iv) the filing of applications, notices or the Agreement to Merge, as applicable, Articles of Bank Merger with the federal Arkansas State Bank Department; and state banking authorities; (Bv) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to Arkansas Secretary of State and the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws Certificate of various states in connection Merger with the issuance Delaware Secretary of Sky Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b)State. As of the date hereof, Sky neither Buyer nor Buyer Bank is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b6.01(b) will not be received without in customary time frames from the imposition of a condition, restriction applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or requirement of the type described in Section 7.01(b)why any Burdensome Condition would be imposed. (iib) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph Section 4.08(a) and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by Buyer, and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries or to which Sky or any of its Subsidiaries or properties is subject or bound, (Bi) constitute a breach or violation of, or a default under, the Buyer Articles of Incorporation or Code of Regulations Buyer Bylaws, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or similar governing documents) of Sky injunction applicable to Buyer or any of its Subsidiaries, or any of their respective properties or assets or (Ciii) require violate, conflict with, result in a breach of any consent provision of or approval under the loss of any such lawbenefit under, ruleconstitute a default (or an event which, regulationwith notice or lapse of time, judgmentor both, decreewould constitute a default) under, orderresult in the termination of or a right of termination or cancellation under, governmental permit accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky the Acquiror or any of its Subsidiaries in connection with the execution, delivery or performance by Sky the Acquiror, the Bank or Merger Sub of this Agreement or to consummate the Merger except for (A) the filing of applicationsa notice under the HSR Act, notices or (B) the Agreement to Mergefiling of applications and notices, as applicable, with the federal OTS and state banking authoritiesthe FDIC; (BC) approval of the listing on the NYSE of the Acquiror Common Stock to be issued in the Merger (and related Acquiror Rights); (D) the filing and declaration of effectiveness of the Registration Statement; (CE) the filings filing of the a certificate of merger with the OSS Secretary of State of the State of Delaware pursuant to the OGCL DGCL; and the Articles of Merger with the DSCP pursuant to the PBCL; (DF) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Acquiror Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky the Acquiror is not aware of any reason why the approvals set forth in Section 7.01(b) of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition, restriction condition or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction receipt of the requirements regulatory approvals, and expiration of the waiting periods, referred to in the preceding paragraph and expiration the making of the related waiting periods, and all required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument Contract of Sky the Acquiror or of any of its Subsidiaries or to which Sky the Acquiror or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles certificate of Incorporation incorporation or Code of Regulations by-laws (or similar governing documents) of Sky the Acquiror or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i1) No consents or approvals of, or filings or registrations with, any Governmental Authority Authority, Self-Regulatory Organization or with any third party are required to be made or obtained by Sky Acquiror or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Acquiror and MergerCo of this Agreement Agreement, or to consummate the Merger Merger, except for (A) those required under the filing of applications, notices or the Agreement to Merge, as applicable, with the federal and state banking authoritiesHSR Act; (B) filings of applications or notices with the filing CSE, the NASD and declaration of effectiveness of the Registration Statementother Previously Disclosed securities licensing or supervising authorities; (C) the filings approval of the certificate CSE and consents of merger with national securities exchanges for the OSS pursuant to transfer of ownership of seats or membership; and (D) the OGCL and the filing of Articles of Merger with the DSCP Secretary of State of the State of Minnesota pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b)MBCA. As of the date hereof, Sky Acquiror is not aware of any reason why the approvals set forth in Section 7.01(b) of all Governmental Authorities or Self-Regulatory Organizations necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)received. (ii2) Subject only to the satisfaction receipt of the requirements regulatory approvals referred to in Section 4.4(d)(1), the preceding paragraph and expiration of applicable waiting periods and the related waiting periods, and making of all required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination (with or without the giving of notice, passage of time or both) under, any law, rule or regulation or any judgment, decree, order, governmental or nongovernmental permit or license, or agreement, indenture or instrument Contract of Sky Acquiror or of any of its Subsidiaries or to which Sky Acquiror or any of its Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky Acquiror or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture license or instrumentContract.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Parent, Parent Bank or Parent Sub of this Agreement, the Bank Merger Agreement or the Stock Option Agreement, as applicable, or to consummate the Merger Transactions and any other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with and approvals or waivers by the filing of applicationsFederal Reserve Board, notices or the Agreement to MergeFDIC, the OCC, the Maine Superintendent, the Massachusetts Board and the MHPF, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b)required. As of the date hereof, Sky Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement, the Bank Merger Agreement and the Stock Option Agreement by Parent, Parent Bank and Parent Sub, as applicable, and the consummation of the Transactions and the other transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreementAgreement, indenture or instrument of Sky Parent or of any of its Subsidiaries or to which Sky Parent or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky Parent or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents Except for (A) the filing of any required applications, filings or approvals ofnotices with the FRB, the SCC and the OCC and approval of or non-objection to such applications, filings and notices (the “Regulatory Approvals”), (B) compliance with the applicable requirements of the Exchange Act and the Securities Act, including the filing with the SEC of the Joint Proxy Statement in definitive form relating to the Company Meeting and the transactions contemplated by this Agreement, (C) the filing of Articles of Merger with the SCC and Articles of Combination with the OCC, (D) the filing of Articles of Amendment with the SCC to effect the Company Articles Amendment, (E) any notices to or filings or registrations withwith the Small Business Administration, any Governmental Authority or with any third party (F) such filings and approvals as are required to be made or obtained by Sky or any of its Subsidiaries in connection with the execution, delivery or performance by Sky of this Agreement or to consummate the Merger except for (A) the filing of applications, notices or the Agreement to Merge, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of the various states in connection with the issuance of Sky shares of Parent Common Stock in pursuant to this Agreement, (G) approval of listing the shares of Parent Common Stock to be issued pursuant to this Agreement on the NASDAQ Global Select Market, and (H) the consents and approvals of third parties that are not Governmental Authorities required to consummate the Merger; , no consents or approvals of or notices to or filings with any Governmental Authority or other third party are necessary in connection with the execution and (E) receipt delivery of this Agreement and the consummation by the Company and Bank Subsidiary of the approvals set forth in Section 7.01(b)Merger and the other transactions contemplated by this Agreement. As of the date hereof, Sky to the Knowledge of each of the Company and Bank Subsidiary, there is not aware of any no reason why the approvals set forth in Section 7.01(b) will requisite Regulatory Approvals would not be received without the imposition of on a condition, restriction or requirement of the type described in Section 7.01(b)timely basis. (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by the Company and Bank Subsidiary and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky the Company or of any of its Subsidiaries or to which Sky the Company or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Company Articles or the Company Bylaws or under the articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky or any of its Subsidiaries, the Company’s Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument, except with respect to clauses (A) and (C), for any such breaches, violations, defaults or other actions or consents or approvals which either individually or in the aggregate would not have a Material Adverse Effect.

Regulatory Approvals; No Defaults. (i1) No consents or approvals of, or filings or registrations with, any governmental or regulatory authority, agency, court, commission or other entity, domestic or foreign (“Governmental Authority Entity”) or with any third party are required to be made or obtained by Sky it or any of its Subsidiaries subsidiaries in connection with the execution, delivery or performance by Sky it of this Agreement Plan or to consummate the Merger or the Bank Merger except for (A) filings and approvals of applications with and by federal, state and other authorities as Previously Disclosed, (B) filings with the SEC, the National Association of Securities Dealers, and state securities authorities, (C) filings and approvals under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, if required by applicable law and regulation (D) the applicable stockholder approval described in Section 5.2(a), (E) any consents, notices or approvals required pursuant to any investment advisory contract or the Investment Advisers Act of 1940, and (F) the filing of applications, notices or the Agreement to Merge, as applicable, Certificate of Merger with the federal and state banking authorities; (B) the filing and declaration Secretary of effectiveness State of the Registration Statement; (C) the filings State of the certificate of merger with the OSS Delaware pursuant to the OGCL DGCL and the filing of the Articles of Merger with the DSCP pursuant Department of State of the Commonwealth of Pennsylvania. (2) Subject to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the regulatory approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph (the “Regulatory Approvals”), and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement Plan and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky it or of any of its Subsidiaries subsidiaries or to which Sky it or any of its Subsidiaries subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiaries, Governing Documents or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument. (3) As of the date hereof, it (a) knows of no reason why (1) all Regulatory Approvals from any Governmental Entity required for the consummation of the transactions contemplated by this Plan should not be obtained on a timely basis or (2) the opinion of tax counsel referred to, in the case of PNC, in Section 6.2(c) and, in the case of the Company, in Section 6.3(c) should not be obtained on a timely basis and (b) has no reason to believe that the Merger will fail to qualify as a reorganization under Section 368(a) of the Internal Revenue Code.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky the Company or any of its Subsidiaries in connection with the execution, delivery or performance by Sky the Company or the Company Bank of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the Merger Transactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, and approvals or waivers by, the filing Federal Reserve Board, the FDIC, the Massachusetts Bank Commissioner, the Depositors Insurance Fund of applicationsMassachusetts, notices or the Agreement to MergeMassachusetts Board and the MHPF, as applicablerequired, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL SEC and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the state securities or "Blue Sky" laws of various states authorities in connection with the issuance of Sky Parent Common Stock in the Merger and the solicitation of proxies from the Company's shareholders for approval of the Merger; , (C) the filing of Articles of Merger with the Secretary of State of the Commonwealth of Massachusetts pursuant to the MBCL, (D) the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock and (E) receipt such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the approvals set forth foregoing federal and state banking agencies in Section 7.01(b)connection with the Bank Merger. As of the date hereof, Sky the Company is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b8.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)8.01(b) or that the requisite approval of the Company's stockholders will not be obtained. (iib) Subject to the satisfaction receipt of the requirements approvals referred to in Section 5.06(a), and the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by the Company and the Company Bank, as applicable, and the consummation of the Transactions and the other transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under (or, with notice or lapse of time, or both, would constitute a default under), or give rise to any Lien, any acceleration of remedies or performance or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture indenture, note, bond, mortgage, deed of trust, lease or instrument of Sky the Company or of any of its Subsidiaries or to which Sky the Company or any of its Subsidiaries or any of their respective properties or assets is subject subject, affected or boundbound (whether as issuer, guarantor, obligor or otherwise), (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation organization or Code of Regulations bylaws (or similar governing documents) of Sky the Company or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, 30 governmental permit or license, agreement, indenture indenture, note, bond, mortgage, deed of trust, lease or instrument.

Regulatory Approvals; No Defaults. (i) No Except as Previously Disclosed, no consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky ICBC or any of its Subsidiaries in connection with the execution, delivery or performance by Sky ICBC of this Agreement or to consummate the Merger consummation of the Merger, except for (A) the filing filings of applications, notices or and the Agreement to Merge, as applicable, with the federal and state banking authorities; authorities to approve the transactions contemplated by this Agreement and to continue ICBC's trust powers and trust activities, (B) the filing filings with the SEC and declaration of effectiveness of the Registration Statement; state securities authorities, (C) the filings filing of the certificate of merger with the OSS pursuant to the OGCL OGCL, and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky ICBC is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction receipt of the requirements regulatory and shareholder approvals referred to in the preceding paragraph above and expiration of the related regulatory waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) except as Previously Disclosed, constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky ICBC or of any of its Subsidiaries or to which Sky ICBC or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the ICBC Articles of Incorporation or the ICBC Code of Regulations (or similar governing documents) of Sky or any of its Subsidiaries, or (C) except as Previously Disclosed, require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No Except as set forth in Section 5.03(f) of Plaza’s Disclosure Schedule, no consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Plaza or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Plaza of this Agreement and by Plaza Bank of the Bank Merger Agreement, or to consummate the Merger Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFRB and the DBO, notices or as required, (B) filings with the Agreement to MergeSEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky PPBI Common Stock in the Merger; , (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and (2) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC, and (E) receipt the Shareholder Approval of this Agreement by delivery of the approvals set forth in Section 7.01(b)Shareholder Consents. As of the date hereof, Sky Plaza is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).approvals (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by Plaza and the Bank Merger Agreement by Plaza Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky Plaza or of any of its Subsidiaries or to which Sky Plaza or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky Plaza or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority court, administrative agency or commission or other governmental authority or instrumentality or with any third party are required to be made or obtained by Sky Acquiror or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Acquiror of this Agreement or to consummate the Merger except for (A) filings of applications or notices with the Federal Reserve and the Bureau of Financial Institutions, and (B) the filing of applications, notices or the Agreement to Merge, as applicable, articles of merger with the federal Commission pursuant to the Corporation Act and state banking authorities; the Banking Act and the issuance of related certificates of merger, (BC) approval of the listing on the Nasdaq SmallCap Market of the Acquiror Common Stock to be issued in the Merger, (D) the filing and declaration of effectiveness of the Registration Statement; , (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (DE) such filings as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of various states in connection with the issuance of Sky Acquiror Common Stock in the Merger; , and (EF) receipt of any other consents or approvals that would be obtained by Acquiror prior to the approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)Effective Time. (ii) Subject to the satisfaction receipt of the requirements regulatory approvals referred to in the preceding paragraph Section 5.04(e)(i) and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Acquiror or of any of its Subsidiaries or to which Sky Acquiror or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations by-laws (or similar governing documents) of Sky Acquiror or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i1) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky it or any of its Subsidiaries in connection with the execution, delivery or performance by Sky it of this Agreement or to consummate the Merger Merger, except for (A) the filing filings of applicationsapplications and notices with, notices receipt of approvals or the Agreement to Mergenonobjections from, as applicableand expiration of related waiting periods required by foreign, with the federal and state banking authorities; , including applications and notices under the BHC Act, the Bank Merger Act, HOLA and the Federal Reserve Act, (B) filing of notices, and expiration of the related waiting period, under the HSR Act, (C) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC and state securities authorities, the National Association of Securities Dealers, Inc., applicable securities exchanges and self-regulatory organizations, the Small Business Administration and state insurance authorities, (D) filing of the Registration Statement and Joint Proxy Statement with the SEC, and declaration of effectiveness by the SEC of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained 's effectiveness under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and Securities Act, (E) receipt of the applicable shareholder approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b5.03(f), (F) the filing of the Articles of Merger and Certificate of Merger, and (G) such filings with applicable securities exchanges to obtain the authorizations for listing contemplated by this Agreement. (ii2) Subject to the satisfaction receipt of the requirements consents and approvals referred to in the preceding paragraph paragraph, and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, Lien or any acceleration of remedies remedies, penalty, increase in material benefit payable or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky it or of any of its Subsidiaries or to which Sky it or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiaries, Constituent Documents or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument. (3) As of the date of this Agreement, it is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger on a timely basis.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority Entity or with any third party are required to be made or obtained by Sky TriCo or any of its Subsidiaries in connection with the execution, delivery or performance by Sky TriCo of this Agreement and by Tri Counties Bank of the Bank Merger Agreement or to consummate the Merger Transaction, except for for: (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFRB, notices or the Agreement to MergeFDIC and the DFPI, as required; (B) filings with the SEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky TriCo Common Stock in the Merger; (C) approval of the listing of such TriCo Common Stock on Nasdaq; and (ED) receipt the filing of (1) the Agreement of Merger with the Secretary of State of the approvals set forth in Section 7.01(b)State of California pursuant to the CGCL, and (2) the Bank Merger Agreement with the Secretary of State of the State of California and the DFPI pursuant to the CGCL and the CFC. As of the date hereof, Sky TriCo is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)Burdensome Condition. (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by TriCo and the Bank Merger Agreement by Tri Counties Bank and the consummation of the transactions contemplated hereby Transaction do not and will not not: (A) constitute a material breach or material violation of, or a material default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, Law or agreement, indenture or instrument of Sky TriCo or of any of its Subsidiaries or to which Sky TriCo or any of its Subsidiaries or any of their respective assets or properties is subject or bound, ; (B) constitute a breach or violation of, or a default under, the Articles TriCo Articles, the TriCo Bylaws or the articles of Incorporation or Code of Regulations (incorporation, bylaws or similar governing documents) documents of Sky or any of its TriCo’s Subsidiaries, ; or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or licenseLaw, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky PPBI or any of its Subsidiaries in connection with the execution, delivery or performance by Sky PPBI of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the Merger Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFRB and the DBO, notices or as required, (B) filings with the Agreement to MergeSEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky PPBI Common Stock in the Merger; , (C) approval of listing of such PPBI Common Stock on the Nasdaq, and (ED) receipt the filing of (1) the Certificate of Merger with the Secretary of State of the approvals set forth in Section 7.01(b)State of Delaware pursuant to the DGCL and (2) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC. As of the date hereof, Sky PPBI is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky PPBI or of any of its Subsidiaries or to which Sky PPBI or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky PPBI or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky COFI or any of its Subsidiaries in connection with the execution, delivery or performance by Sky COFI or Charter Michigan of this Agreement or to consummate the Company Merger or the Bank Mergers except for (A) the filing of applications, notices or the Agreement filings referred to Merge, as applicable, with the federal and state banking authoritiesin Section 5.03(f)(i); (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky COFI Common Stock in the Company Merger; and (EC) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky COFI is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received in a timely manner without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or material agreement, indenture or instrument of Sky COFI or of any of its Subsidiaries or to which Sky COFI or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles certificate of Incorporation incorporation or Code of Regulations by-laws (or similar governing documents) of Sky COFI or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, material agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Carrollton or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Carrollton of this Agreement or to consummate the Merger except for (A) the filing filings of applications, notices or and the Agreement to MergeMerge with, or requests for approvals and waivers from, as applicable, with the federal and state banking authoritiesauthorities and other Regulatory Authorities; (B) the filing and declaration of effectiveness receipt of the Registration Statementregulatory approvals set forth in Section 8.01(b); (C) the filings filing of the certificate Proxy Statement; (D) the filing of the articles of merger with the OSS pursuant to Department of Assessments and Taxation of the OGCL and the Articles State of Merger with the DSCP pursuant to the PBCLMaryland; (DE) such filings as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" laws ” Laws of various states in connection with the issuance of Sky Carrollton Common Stock in the Parent Merger; and (EF) receipt the expiration or termination of any applicable waiting period under the approvals set forth in Section 7.01(b)HSR Act. As of the date hereof, Sky except as Previously Disclosed, Carrollton is not aware of any reason related to Carrollton or its Subsidiaries why the approvals set forth in Section 7.01(b8.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b8.01(b). (ii) Subject to receipt of regulatory approvals, the satisfaction of Carrollton Stockholder Approval and third-party consents with respect to Material Contracts as Previously Disclosed, the requirements referred to in the preceding paragraph and expiration of the related certain regulatory waiting periods, periods and required filings under federal and state securities lawsLaws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, orderLaw, governmental permit or license, license or agreement, indenture or instrument any Material Contract of Sky Carrollton or of any of its Subsidiaries or to which Sky Carrollton or any of its Subsidiaries or properties is subject or boundbound except for any breach, violation, default, Lien, acceleration or right of termination which would not, individually or in the aggregate, result in a Material Adverse Effect, (B) constitute a breach or violation of, or a default under, the Carrollton Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiariesthe Carrollton Bylaws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, orderLaw, governmental permit or license, agreement, indenture license or instrumentMaterial Contract.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky FBMS or any of its Subsidiaries in connection with the execution, delivery or performance by Sky FBMS of this Agreement or to consummate the Merger transactions contemplated by this Agreement, including the Bank Merger, except for (Ai) the Regulatory Approvals, (ii) the filing of applications, notices or the Agreement to Merge, as applicable, with the federal SEC of the Proxy Statement and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; Form S-4, (Ciii) the filings filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger contemplated by Section 1.05(a) and the filing of documents with the DSCP FDIC, the OCC, applicable state banking agencies, and the Secretary of State of Florida to cause the Bank Merger to become effective, (iv) such other filings and reports as required pursuant to the PBCL; Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (Dv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO and the rules of the NASDAQ and (vi) such filings and approvals as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of various states in connection with the issuance of Sky the shares of FBMS Common Stock in pursuant to this Agreement and approval of listing of such FBMS Common Stock on the Merger; and (E) NASDAQ. Subject to the receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by FBMS do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries or to which Sky or any of its Subsidiaries or properties is subject or boundnot, (B1) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation and bylaws of FBMS, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Code of Regulations (or similar governing documents) of Sky injunction applicable to FBMS or any of its Subsidiaries, or any of their respective properties or assets, (C3) require violate, result in a breach of any consent provision of or approval under the loss of any such lawbenefit under, ruleconstitute a default (or an event which, regulationwith notice or lapse of time, judgmentor both, decreewould constitute a default) under, orderresult in the termination of or a right of termination or cancellation under, governmental permit accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of FBMS or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which FBMS or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound. As of the date hereof, FBMS has no Knowledge of any reason (i) why the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky FFSW or any of its Subsidiaries in connection with the execution, delivery or performance by Sky FFSW of this Agreement and the Agreement and Plan of Merger and Liquidation and by FFB of the Bank Merger Agreement, or to consummate the Merger Transaction, except as Previously Disclosed and except for (A) filings of applications or notices, and articles of combination with, and approvals or waivers by, the filing of applicationsOTS, notices or (B) filings with the Agreement to MergeSEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) submission of this Agreement for the filing and declaration of effectiveness approval of the Registration Statement; holders of FFSW Common Stock, (C) the filings filing of the a certificate of merger with the OSS Secretary of State of the State of Delaware pursuant to the OGCL and DGCL with respect to the Articles Merger, (D) the filing of Merger articles of merger with the DSCP Secretary of State of the State of Washington pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws WBCA and a certificate of various states in connection merger with the issuance Secretary of Sky Common Stock State of the State of Delaware pursuant to the DGCL, in each case with respect to the Merger; Liquidation and (E) receipt the approval of this Agreement by the holders of a majority of the approvals set forth in Section 7.01(b). As outstanding shares of the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)FFSW Common Stock. (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement, the Agreement and Plan of Merger and Liquidation and the Bank Merger Agreement by FFSW and FFB, as applicable, and the consummation of the transactions contemplated hereby Transaction do not and will not (A) except as Previously Disclosed, constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky FFSW or of any of its Subsidiaries or to which Sky FFSW or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (FFSW Articles, the FFSW Bylaws or similar governing documents) documents of Sky or any of its Subsidiaries, FFSW's Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky FCBI or any of its Subsidiaries in connection with the execution, delivery or performance by Sky FCBI of this Agreement and by FC Bank of the Bank Merger Agreement or to consummate the Merger Transaction, except for (A) filings of applications or notices with and approvals or waivers by the filing of applicationsFRB, notices or the Agreement to MergeOCC, and the Commissioner, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) submission of this Agreement for the filing and declaration of effectiveness approval of the Registration Statement; holders of CCFC Common Stock and the issuance of FCBI Common Stock in the Merger, (C) the filings approval of the certificate listing on Nasdaq of merger with the OSS pursuant FCBI Common Stock to be issued in the OGCL Merger and (D) the filing of Articles of Merger with the DSCP Secretary of State of the State of North Carolina pursuant to the PBCL; (D) such filings as are required NCBCA and the Secretary of State of the State of Nevada pursuant to be made or approvals as are required the NGCL with respect to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky FCBI is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by FCBI, the Bank Merger Agreement by FC Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky FCBI or of any of its Subsidiaries or to which Sky FCBI or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky FCBI or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky United or any of its Subsidiaries in connection with the execution, delivery or performance by Sky United of this Agreement or to consummate the Merger except for (A) the filing of applications, notices or the Agreement to Mergeapplications and notices, as applicable, with the federal and state banking authorities; (B) the adoption and approval by the shareholders of United of the Articles Amendment and the issuance of United Common Stock as contemplated hereby; (C) the filing and declaration of effectiveness of the Registration Statement; (CD) the filings filing of the certificate articles of merger with the OSS Corporation Commission pursuant to the OGCL VSCA and the issuance of the related certificate of merger and the filing of the Articles of Merger Amendment with the DSCP pursuant to the PBCLWest Virginia Secretary; (DE) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common United Stock in the Merger; and (EF) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky United is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky United or of any of its Subsidiaries or to which Sky United or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles certificate of Incorporation incorporation or Code of Regulations by-laws (or similar governing documents) of Sky United or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.A-14

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky CCBI or any of its Subsidiaries in connection with the execution, delivery or performance by Sky CCBI and CCB of this Agreement and the Bank Merger Agreement, respectively, or to consummate the Merger Transaction, except as Previously Disclosed and except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsOTS, (B) any notices or required to be filed under the Agreement to MergeHSR, (C) filings with the SEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; submission of this Agreement for the approval of the holders of CCBI Common Stock, (BD) the filing and declaration of effectiveness of the Registration Statement; (C) Delaware Certificate of Merger with the filings Secretary of State of the certificate State of merger with the OSS Delaware pursuant to the OGCL and DGCL with respect to the Merger, (E) the filing of the Nevada Articles of Merger with the DSCP Secretary of State of the State of Nevada pursuant to the PBCL; NGCL with respect to the Merger, (DF) such filings as the approval of this Agreement by the holders of the outstanding shares of CCBI Common Stock and (G) the consents and approvals of third parties which are required to be made or approvals as are required not Governmental Authorities, the failure of which to be obtained under the securities will not have and would not be reasonably expected to have, individually or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereofaggregate, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction Material Adverse Effect on CCBI or requirement of the type described in Section 7.01(b)Washington Mutual. (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by CCBI and CCB, respectively, and the consummation of the transactions contemplated hereby Transaction do not and will not (A) except as Previously Disclosed, constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky CCBI or of any of its Subsidiaries or to which Sky CCBI or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (CCBI Articles, the CCBI Bylaws or similar governing documents) documents of Sky or any of its Subsidiaries, CCBI’s Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals ofExcept for (A) the Regulatory Approvals, (B) compliance with the applicable requirements of the Exchange Act and the Securities Act, including the filing with the FDIC of the Joint Proxy Statement in definitive form relating to the Parent Meeting and the transactions contemplated by this Agreement, (C) the filing of Articles of Merger with the SCC and Articles of Combination with the OCC, (D) any notices to or filings or registrations withwith the Small Business Administration, any Governmental Authority or with any third party (E) such filings and approvals as are required to be made or obtained by Sky or any of its Subsidiaries in connection with the execution, delivery or performance by Sky of this Agreement or to consummate the Merger except for (A) the filing of applications, notices or the Agreement to Merge, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of the various states in connection with the issuance of Sky shares of Parent Common Stock in pursuant to this Agreement, (F) approval of listing the shares of Parent Common Stock to be issued pursuant to this Agreement on the NASDAQ Global Select Market, and (G) the consents and approvals of third parties that are not Governmental Authorities required to consummate the Merger; , no consents or approvals of or notices to or filings with any Governmental Authority or other third party are necessary in connection with the execution and (E) receipt delivery of this Agreement and the consummation by Parent of the approvals set forth in Section 7.01(b)Merger and the other transactions contemplated by this Agreement. As of the date hereof, Sky to the Knowledge of Parent, there is not aware of any no reason why the approvals set forth in Section 7.01(b) will requisite Regulatory Approvals would not be received without the imposition of on a condition, restriction or requirement of the type described in Section 7.01(b)timely basis. (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by Parent and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky Parent or of any of its Subsidiaries or to which Sky Parent or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Parent Articles or Parent Bylaws or under the articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky or any of its Subsidiaries, Parent’s Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument, except with respect to clauses (A) and (C), for any such breaches, violations, defaults or other actions or consents or approvals which either individually or in the aggregate would not have a Material Adverse Effect.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Purchaser Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Purchaser Parent and Purchaser Bank of this Agreement and by Purchaser Bank of the Agreement of Merger or to consummate the Merger Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the filing FRB, the DBO, and XXXX, as required and, in each case, listed in Section 5.04(f) of applicationsPurchaser Parent’s Disclosure Schedule, notices or (B) filings with the Agreement to MergeSEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Purchaser Parent Common Stock in the Merger; , (C) approval of listing of such Purchaser Parent Common Stock on the Nasdaq, (D) the filing of the Agreement of Merger with the Secretary of State of the State of California and the DBO pursuant to the CGCL and the CFC, and (E) receipt the approval by Purchaser Parent’s shareholders of the approvals set forth issuance of Purchaser Parent Common Stock in Section 7.01(b)the Merger. As To the Knowledge of the date hereofPurchaser Parent, Sky there is not aware of any no reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers, notices and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by Purchaser Parent and Purchaser Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination underunder (in each case with or without notice, lapse of time or both) any law, code, ordinance, rule or regulation regulation, or any judgmentjudgment decree, decreeinjunction, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries or to which Sky Purchaser Parent or any of its Subsidiaries or any of their respective assets or properties is subject or bound, or any Purchaser Parent Contract, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky Purchaser Parent or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreementor Purchaser Parent Contract, indenture except where, in the case of clauses (A) and (C) above, any such breach, violation, default, creation, acceleration, termination or instrumentfailure to obtain such consent or approval would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to Purchaser Parent and its Subsidiaries, taken as a whole.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky EVBS or any of its Subsidiaries in connection with the execution, delivery or performance by Sky EVBS and EVB of this Agreement or to consummate the Merger Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the filing FRB and the Virginia Bureau of applicationsFinancial Institutions, notices or as required, (B) filings with the Agreement to MergeSEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) submission of this Agreement for the filing and declaration of effectiveness approval of the Registration Statement; holders of VCB Common Stock and the issuance of EVBS Common Stock in the Merger, (C) the filings approval of the certificate listing on NASDAQ of merger with the OSS pursuant EVBS Common Stock to be issued in the OGCL Merger and (D) the filing of Articles of Merger with the DSCP Virginia State Corporation Commission pursuant to the PBCL; (D) such filings as are required VSCA with respect to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with Merger and the issuance of Sky Common Stock a certificate of merger in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b)connection therewith. As of the date hereof, Sky EVB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by EVBS and EVB and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky EVBS or of any of its Subsidiaries or to which Sky EVBS or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky EVBS or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Headlands or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Headlands of this Plan or the Stock Option Agreement or to consummate the Merger except for (A) the filing of applications, notices or the Agreement to Merge, as applicable, filings with the federal SEC and state banking securities authorities; , (B) the filing and declaration approval of effectiveness this Plan by the stockholders of the Registration Statement; Headlands, (C) the filings filing of the certificate of merger with the OSS notice pursuant to the OGCL HSR Act and the Articles expiration or termination of Merger with the DSCP pursuant to the PBCL; applicable waiting period thereunder, (D) such filings as are required to be made of applications or approvals as are required to be obtained under the securities notices with Previously Disclosed mortgage banking licensing or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; supervisory authorities, and (E) receipt the filing of an agreement of merger and an appropriate officer's certificate in accordance with Section 1108 of the approvals set forth in Section 7.01(b)CGCL. As of the date hereof, Sky Headlands is not aware of any reason why the approvals set forth in Section 7.01(b7.1(b) will not be received without the imposition of a -------------- condition, restriction or requirement of the type described in Section 7.01(b7.1(b).. -------------- (ii) Subject to the satisfaction receipt of the requirements regulatory approvals referred to in the preceding paragraph paragraph, and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Plan and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Headlands or of any of its Subsidiaries or to which Sky Headlands or any of its Subsidiaries or either of their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation Headlands Certificate or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiariesthe Headlands Bylaws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Hawthorne or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Hawthorne and Hawthorne Bank of this Agreement and the Bank Merger Agreement, respectively, or to consummate the Merger Transaction, except as Previously Disclosed and except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsOTS, notices or (B) filings with the Agreement to MergeSEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the submission of this Agreement for the approval of the respective holders of Hawthorne Common Stock and Parent Common Stock and the issuance of Sky Parent Common Stock in the Merger; , (C) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL with respect to the Merger and (ED) receipt the approval of this Agreement by the holders of the approvals set forth in Section 7.01(b)outstanding shares of Hawthorne Common Stock. As of the date hereof, Sky Hawthorne is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Hawthorne and Hawthorne Bank, respectively, and the consummation of the transactions contemplated hereby Transaction do not and will not (A) except as Previously Disclosed, constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Hawthorne or of any of its Subsidiaries or to which Sky Hawthorne or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles of Incorporation or Code of Regulations (Hawthorne Articles, the Hawthorne Bylaws or similar governing documents) documents of Sky or any of its Subsidiaries, Hawthorne’s Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky it or any of its Subsidiaries in connection with the execution, delivery or performance by Sky it of this Agreement or to consummate the Merger except for (A) the filing filings and approvals of applications, notices or the Agreement to Merge, as applicable, applications with the and by federal and state banking authorities; , (B) filings with the filing SEC and declaration of effectiveness of the Registration Statement; state securities authorities, (C) the filings shareholder approval described in paragraphs (ii) and (iii) of Section 5.03(f), (D) the filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles Agreement of Merger with the DSCP California Secretary pursuant to the PBCL; GCL and the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (DE) the filing of the Surviving Corporation Certificate as contemplated by Section 2.05 hereof and (F) such filings as are required with NASDAQ to be made or approvals as are required to be obtained under obtain the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)authorizations for listing contemplated by this Agreement. (ii) Subject to the satisfaction receipt of the requirements regulatory approvals referred to in the preceding paragraph paragraph, and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any payment obligation, Lien, any acceleration of maturity, performance or remedies or any right of termination or modification under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, contract, indenture or instrument of Sky it or of any of its Subsidiaries or to which Sky the properties or assets of it or any of its Subsidiaries or properties is subject or bound, (B) constitute a Table of Contents breach or violation of, or a default under, the FCB Articles of Incorporation or Code of Regulations (the NMB Articles, as the case may be, or similar governing documents) of Sky the FCB By-laws or any of its Subsidiariesthe NMB By-laws, as the case may be, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky or any of its Subsidiaries TCB in connection with the execution, delivery or performance by Sky TCB of this Agreement or to consummate the Merger Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFDIC, notices or the Agreement to MergeOCC, the Commissioner and other Governmental Authorities, as required, (B) filings with the FDIC, the SEC, and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) submission of this Agreement for the filing and declaration of effectiveness approval of the Registration Statement; holders of TCB Common Stock and the issuance of FCBI Common Stock in the Merger, (C) the filings filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP Secretary of State of the State of North Carolina pursuant to the PBCL; NCBCA with respect to the Merger, and (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws approval of various states in connection with this Agreement and the issuance of Sky Common Stock in Merger by the Merger; and (E) receipt holders of the approvals set forth in Section 7.01(b)required number of outstanding shares of TCB Common Stock. As of the date hereof, Sky TCB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by TCB and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries TCB or to which Sky TCB or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the TCB Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiaries, TCB Bylaws or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Pxxxx or any of its Subsidiaries Town Square in connection with the execution, delivery or performance by Sky Pxxxx of this Agreement or to consummate the Merger consummation of the transactions contemplated hereby, including the Merger, except for (A) the filing filings of applications, notices or and the Agreement to Merge, as applicable, with Regulatory Authorities to approve the federal and state banking authoritiestransactions contemplated by the Agreement; (B) the filing of the certificate of merger with the Maryland Department pursuant to the MGCL; (C) the filing with the SEC and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the MergerPxxxx Shareholder Adoption; and (E) the receipt of the approvals set forth in Section 7.01(b). . (ii) As of the date hereof, Sky Pxxxx is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (iiiii) Subject to the satisfaction of consents and approvals noted in Section 5.03(f)(i) and the requirements referred to in the preceding paragraph and expiration of the related regulatory waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, do not and will not (A) constitute result in a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Pxxxx or of any of its Subsidiaries Town Square or to which Sky Pxxxx or Town Square or any of its Subsidiaries or their respective properties is are subject or bound, ; (B) constitute a breach or violation of, or a default under, the Pxxxx Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiaries, the Pxxxx Bylaws; or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky BFC or any of its Subsidiaries in connection with the execution, delivery or performance by Sky BFC of this Agreement or to consummate the Merger transactions contemplated by this Agreement, including the Bank Merger, except for (Ai) the Regulatory Approvals, (ii) the filing of applications, notices or the Agreement to Merge, as applicable, with the federal SEC and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; , (Ciii) the filings filing of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger contemplated by Section 1.04(a) and the filing of documents with the DSCP FDIC, OCC, the WDFI-Banking or other applicable state banking agencies to cause the Bank Merger to become effective, (iv) such other filings and reports as required pursuant to the PBCL; Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (Dv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO and the rules of the NASDAQ and (vi) such filings and approvals as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of various states in connection with the issuance of Sky BFC Common Stock in Issuance and approval of listing of such BFC Common Stock on the Merger; and (E) Trading Market. Subject to the receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph sentence and expiration of the related waiting periods, and required filings under federal and state securities lawsRequisite BFC Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by BFC do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries or to which Sky or any of its Subsidiaries or properties is subject or boundnot, (B1) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation and bylaws of BFC, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Code of Regulations (or similar governing documents) of Sky injunction applicable to BFC or any of its Subsidiaries, or any of their respective properties or assets, (C3) require violate, result in a breach of any consent provision of or approval under the loss of any such lawbenefit under, ruleconstitute a default (or an event which, regulationwith notice or lapse of time, judgmentor both, decreewould constitute a default) under, orderresult in the termination of or a right of termination or cancellation under, governmental permit accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of BFC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which BFC or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound. As of the date hereof, BFC has no Knowledge of any reason (i) why the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (i1) No consents consents, approvals, licenses, permits, orders or approvals authorizations (“Consents”) of, or filings filings, registrations or registrations declarations with, any Governmental Authority or with any third party are required to be made or obtained by Sky the Company or any of its Subsidiaries in connection with the execution, delivery or performance by Sky it of this Agreement or to consummate the Merger Merger, except for (A) the filing filings of applicationsapplications and notices with, notices receipt of approvals or the Agreement to Mergenon-objections from, as applicableand expiration of related waiting periods required by Governmental Authorities, with the federal and state banking authorities; (B) the compliance with, filing of notices, and declaration of effectiveness expiration of the Registration Statement; related waiting period, under each Applicable Antitrust Law, (C) the filings compliance with any applicable provision of the certificate of merger Exon-Xxxxxx, including filing a notice under Exon-Xxxxxx with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; CFIUS, (D) such filings as are may be required to be made or approvals as are required to be obtained under by the securities or "Blue Sky" laws of various states in connection with Securities Act, the issuance of Sky Common Exchange Act and the New York Stock in the Merger; and Exchange, (E) receipt of the approvals set forth in Section 7.01(b). As Company Stockholder Approval, and (F) the filing and issuance of the date hereof, Sky is not aware Certificate of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)Merger. (ii2) Subject to the satisfaction receipt of the requirements Consents referred to in the preceding paragraph paragraph, and the expiration of the related waiting periods, and required filings under with U.S. federal and state securities lawsor foreign Governmental Authorities, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Transactions do not and will not (A) constitute a breach or violation of, or a default (with or without notice or lapse of time, or both) under, or give rise to any Lien, Lien or any right of acceleration of remedies or any obligations, penalty, increase in material benefit payable or material reduction of benefit received under, or right of termination or cancellation under, any law, rule law or regulation or any judgment, decree, orderJudgment, governmental permit Permit or license, or, to the Knowledge of the Company, Contract that is material to the Company or agreement, indenture or instrument of Sky or of any of its Subsidiaries or to which Sky it or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, any provision of the Articles Constituent Documents of Incorporation or Code of Regulations (or similar governing documents) of Sky the Company or any of its Subsidiaries, Significant Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, orderJudgment, governmental permit Permit, license or, to the Knowledge of the Company, Contract that is material to the Company or license, agreement, indenture or instrumentany of its Subsidiaries.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky FNHC or any of its Subsidiaries Xxxxxxx in connection with the execution, delivery or performance by Sky FNHC of this Agreement or to consummate the Merger consummation of the transactions contemplated hereby, including the Merger, except for (A) the filing filings of applications, notices or the Agreement to Mergeand other documents and instruments, as applicable, with Regulatory Authorities to approve the federal and state banking authorities; transactions contemplated by the Agreement, (B) the filing and declaration of effectiveness of the Registration Statement; articles or certificates of merger with the KSS pursuant to the KBCA, and if necessary the OCC and (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky to FNHC’s Knowledge, there is not aware of any no reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction FNHC Shareholder Adoption, the receipt of the requirements referred to approvals set forth in Section 7.01(b), and the preceding paragraph and expiration of the related regulatory waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, do not and will not (A) constitute result in a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreementMaterial Contract, indenture or instrument of Sky FNHC or of any of its Subsidiaries Xxxxxxx or to which Sky FNHC or any of its Subsidiaries Xxxxxxx or their properties is are subject or bound, (B) constitute a breach or violation of, or a default under, the FNHC Articles of Incorporation or Code of Regulations (or similar governing documents) of Sky or any of its Subsidiaries, the FNHC Bylaws or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreementMaterial Contract, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky CCBI or any of its Subsidiaries in connection with the execution, delivery or performance by Sky CCBI and the Bank of this Agreement Agreement, or to consummate the Merger Transaction, except for (A) filings of applications or notices with and approvals or waivers by the filing of applicationsOTS, notices or (B) filings with the Agreement to MergeSEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky CCBI Common Stock in the Merger; and , (EC) receipt the approval of the approvals set forth listing on Nasdaq of the CCBI Common Stock to be issued in Section 7.01(b)the Merger and, (D) the filing of Articles of Combination with the OTS. As of the date hereof, Sky CCBI is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b7.01(a) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b7.01(a). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by CCBI and the Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky CCBI or of any of its Significant Subsidiaries or to which Sky CCBI or any of its Significant Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky CCBI or any of its Subsidiaries, Significant Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky CBBC or any of its Subsidiaries in connection with the execution, delivery or performance by Sky CBBC of this Agreement or to consummate the Merger transactions contemplated hereby, except for (Ai) the filing of applications, notices or the Agreement to Merge, as applicable, with the federal Regulatory Approvals and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the any filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Stock in the Merger; FRB, and (Eii) receipt the approval of this Agreement by the requisite affirmative vote of the approvals set forth in Section 7.01(b)holders of the outstanding shares of CBBC Stock. As of the date hereof, Sky is not aware CBBC has no Knowledge of any reason why the approvals set forth above and referred to in Section 7.01(b6.01(a) will not be received without the imposition of in a condition, restriction or requirement of the type described in Section 7.01(b)timely manner. (iib) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph paragraph, and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by CBBC, as applicable, and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky or of any of its Subsidiaries or to which Sky or any of its Subsidiaries or properties is subject or bound, (Bi) constitute a breach or violation of, or a default under, the Articles Restated Certificate of Incorporation or Code of Regulations Bylaws (or similar governing documents) of Sky CBBC or similar governing documents of any of its Subsidiaries, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CBBC or any of its Subsidiaries, or any of its properties or assets or (Ciii) require except as set forth in CBBC Disclosure Schedule 3.07(b)(iii), violate, conflict with, result in a breach of any consent provision of or approval under the loss of any such lawbenefit under, ruleconstitute a default (or an event which, regulationwith notice or lapse of time, judgmentor both, decreewould constitute a default) under, orderresult in the termination of or a right of termination or cancellation under, governmental permit accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of CBBC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreementlease, indenture contract, agreement or instrumentother instrument or obligation to which CBBC or any of its Subsidiaries is a party, or by which it or any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on CBBC and its Subsidiaries taken as a whole.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky SHBI or any of its Subsidiaries in connection with the execution, delivery or performance by Sky SHBI of this Agreement and by Shore United of the Bank Merger Agreement or to consummate the Merger Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFRB, notices or the Agreement to MergeOCC and the MD OCFR, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; issuance of SHBI Common Stock in the Merger, (BC) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing and declaration of effectiveness of the Registration Statement; (C1) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP MD SDAT pursuant to the PBCL; MDGCL and (D2) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection Bank Merger Agreement with the issuance of Sky Common Stock in OCC and MD OCFR and MD SDAT pursuant to the Merger; MDGCL and the MFIC, and (E) receipt the SHBI Shareholder Approval and the Severn Shareholder Approval and (F) the consent of SSB’s and Shore United Bank’s sole shareholder. To the approvals set forth in Section 7.01(b). As Knowledge of the date hereofSHBI, Sky there is not aware of any no reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers, notices and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by SHBI and the Bank Merger Agreement by Shore United and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination underunder (with or without notice, lapse of time or both) any law, code, ordinance, rule or regulation regulation, or any judgmentjudgment decree, decreeinjunction, order, governmental permit or license, to which SHBI or agreement, indenture or instrument of Sky or of any of its Subsidiaries or to which Sky or any of its Subsidiaries their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky SHBI or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrumentinstrument except in the case of clauses (A) and (C) above where such violations, conflicts, or defaults have not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SHBI.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky OPOF or any of its Subsidiaries in connection with the execution, delivery or performance by Sky OPOF and OPNB of this Agreement or to consummate the Merger Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the filing FRB, the Virginia Bureau of applicationsFinancial Institutions and the OCC, notices or as required, (B) filings with the Agreement to MergeSEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the submission of this Agreement for the approval of the holders of CNB Common Stock and the issuance of Sky OPOF Common Stock in the Merger; , (C) the approval of the listing on NASDAQ of the OPOF Common Stock to be issued in the Merger and (ED) receipt the issuance of a Certification of Merger by the approvals set forth in Section 7.01(b)OCC and filings related thereto. As of the date hereof, Sky OPNB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will 7.01(b)will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by OPOF and OPNB and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky OPOF or of any of its Subsidiaries or to which Sky OPOF or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky OPOF or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky the Company or any of its Subsidiaries in connection with the execution, delivery or performance by Sky the Company or the Company Bank of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the Merger Transactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFederal Reserve Board, notices or the Agreement to MergeOTS, the FDIC, the Massachusetts Bank Commissioner, The Co-operative Central Bank, the Depositors Insurance Fund, the Massachusetts Board and the MHPF, as applicablerequired, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL SEC and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the state securities or "Blue Sky" laws of various states authorities in connection with the issuance of Sky Parent Common Stock in the Merger; , (C) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and Articles of Merger with the Secretary of State of The Commonwealth of Massachusetts pursuant to the MBCL, (D) the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock and by the holders of a majority of the outstanding shares of Parent Common Stock and (E) receipt such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the approvals set forth foregoing federal and state banking agencies in Section 7.01(b)connection with the Bank Merger. As of the date hereof, Sky the Company is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b8.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)8.01(b) or that the requisite approval of the Company's stockholders will not be obtained. (iib) Subject to the satisfaction receipt of the requirements approvals referred to in Section 5.06(a), and the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by the Company and the Company Bank, as applicable, and the consummation of the Transactions and the other transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky the Company or of any of its Subsidiaries or to which Sky the Company or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles certificate of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky the Company or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky SCB or any of its Subsidiaries in connection with the execution, delivery or performance by Sky SCB of this Agreement and by Security Bank of the Bank Merger Agreement, or to consummate the Merger Transaction, except as set forth in Section 5.03(f)(i) of SCB’s Disclosure Schedule and except for (A) filings of applications or notices with, and approvals or waivers by, the filing of applicationsFRB and the DBO, notices or as required, (B) filings with the Agreement to MergeSEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky PPBI Common Stock in the Merger; , (C) approval of listing of such PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC, (E) receipt the approval of this Agreement by the holders of the approvals set forth outstanding shares of SCB Common Stock, and (F) the approval by PPBI’s shareholders of the issuance of PPBI Common Stock in Section 7.01(b)the Merger. As of the date hereof, Sky SCB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by SCB and the Bank Merger Agreement by Security Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Sky SCB or of any of its Subsidiaries or to which Sky SCB or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations bylaws (or similar governing documents) of Sky SCB or any of its Subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Sky of this Agreement or Parent, and Parent Bank to consummate the Merger Transaction, except as Previously Disclosed, and except for (A) filings of applications or notices with and approvals or waivers by the filing of applicationsFederal Reserve Board, notices or the Agreement to MergeOCC, the FDIC, and the Department; and (B) filings with the SEC and state securities authorities, as applicable, with the federal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the Articles of Merger with the DSCP pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance registration of Sky Parent Common Stock issuable in the Merger; and (EC) receipt the filing of documents with the approvals set forth in Section 7.01(b)OCC pursuant to the National Bank Act with respect to the Merger. As of the date hereof, Sky Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b7.1(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b7.1(b). (ii) Subject to receipt, or the satisfaction making, of the requirements consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by Parent and Parent Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Sky Parent or of any of its Subsidiaries or to which Sky Parent or any of its Subsidiaries or properties is subject or bound, ; (B) constitute a breach or violation of, or a default under, the Articles articles of Incorporation incorporation or Code of Regulations (bylaws or similar governing documents) documents of Sky Parent or any of its Subsidiaries, ; or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.