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 the Acquiror or any of its Subsidiaries in connection with the execution, delivery or performance by the Acquiror or the Bank of this Agreement or to consummate the Combination (and, if the Plan of Merger is entered into, by Assigned Sub of the Plan of Merger or to consummate the Merger) except for (A) the filing of a notice under the HSR Act, (B) the filing of applications and notices, as applicable, with the OTS and the FDIC; (C) approval of the listing on the NYSE of the Acquiror Common Stock to be issued in the Combination (and related Acquiror Rights); (D) the filing and declaration of effectiveness of the Registration Statement; (E) the filing of a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL (as provided in the Plan of Merger); and (F) 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 Acquiror Common Stock in the Combination. As of the date hereof, the Acquiror is not aware of any reason why the approvals of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition or requirement described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals, and expiration of the waiting periods, referred to in the preceding paragraph and the 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 under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or Contract of the Acquiror or of any of its Subsidiaries or to which 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 certificate of incorporation or by-laws (or similar governing documents) of 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. (g)

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 the Acquiror Buyer or any of its Subsidiaries in connection with the execution, delivery or performance by the Acquiror Buyer or the Bank Merger Sub of this Agreement or to consummate the Combination (andtransactions contemplated by this Agreement, if the Plan of Merger is entered into, by Assigned Sub of the Plan of Merger or to consummate the Merger) except for (A) filings of applications or notices with, and consents, approvals or waivers by the FRB, the OCC and the filing of a notice under the HSR Act, (B) the filing Articles of applications and notices, as applicable, Merger with the OTS Maryland State Department of Assessments and Taxation and the FDIC; (C) approval Certificate of the listing on the NYSE of the Acquiror Common Stock to be issued in the Combination (and related Acquiror Rights); (D) the filing and declaration of effectiveness of the Registration Statement; (E) the filing of a certificate of merger Merger with the Secretary of State of the State of Delaware pursuant Delaware. Subject to the DGCL (as provided in the Plan of Merger); and (F) 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 Acquiror Common Stock in the Combination. As of the date hereof, the Acquiror is not aware of any reason why the approvals of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition or requirement described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals, and expiration of the waiting periods, approvals referred to in the preceding paragraph and the making of all required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by Buyer and Merger Sub 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 Contract of the Acquiror or of any of its Subsidiaries or to which the Acquiror or any of its Subsidiaries or properties is subject or bound, (Bi) constitute a breach or violation of, or a default under, the certificate Certificate of incorporation Incorporation and Bylaws of Buyer or by-laws (Merger Sub or similar governing documentsdocuments of Buyer or any of its Subsidiaries, (ii) of the Acquiror except as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Buyer or any of its Subsidiaries, or any of their respective properties or assets, (Ciii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Buyer or any of its Subsidiaries or to which Buyer or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require any the consent or approval of, or any filing or notice to, any third party or Governmental Authority under any such lawLaw, rule, regulation, rule or regulation or any judgment, decree, order, governmental permit or permit, license, credit agreement, indenture indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or instrument. other instrument or obligation, with only such exceptions in the case of each of clauses (giii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Buyer or Merger Sub.

Regulatory Approvals; No Defaults. (ia) No Except as would not be material, 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 the Acquiror Company or any of its Subsidiaries in connection with the execution, delivery or performance by the Acquiror or the Company and Company Bank of this Agreement or to consummate the Combination (andtransactions contemplated by this Agreement, if except for filings of applications or notices with, and consents, approvals or waivers by the Plan FRB, the FRBank, the Missouri Division of Merger is entered intoFinance, by Assigned Sub the FDIC, respectively, and the filing with the SEC of the Plan of Merger or to consummate the Merger) except for (A) the filing of a notice under the HSR Act, (B) the filing of applications and notices, as applicable, with the OTS Proxy Statement-Prospectus and the FDIC; (C) approval of the listing on the NYSE of the Acquiror Common Stock to be issued in the Combination (and related Acquiror Rights); (D) the filing Registration Statement and declaration of effectiveness of the Registration Statement; (E) the filing of a certificate of merger , compliance with the Secretary of State applicable requirements of the State of Delaware pursuant to the DGCL (as provided in the Plan of Merger); and (F) Exchange Act, 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 ” Laws of various states and the approval of the listing of such Buyer Common Stock on NASDAQ in connection with the issuance of Acquiror the shares of Buyer Common Stock in the Combinationpursuant to this Agreement. As of the date hereof, the Acquiror is not aware of any reason why the approvals of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition or requirement described in Section 7.01(b). (ii) Subject to the receipt of the regulatory approvals, and expiration of the waiting periods, approvals referred to in the preceding paragraph sentence and the making of all required filings under federal and state securities lawsRequisite Company Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by Company and Company Bank 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 Contract of the Acquiror or of any of its Subsidiaries or to which the Acquiror or any of its Subsidiaries or properties is subject or bound, (Bi) constitute a breach or violation of, or a default under, the certificate articles of incorporation or by-laws (incorporation, bylaws or similar governing documentsdocuments of Company, Company Bank, or any of their respective Subsidiaries, (ii) of the Acquiror expect as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries, or any of their respective properties or assets, (Ciii) except as set forth in Company Disclosure Schedule 3.06(a), conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien (other than Permitted Liens) under, result in a right of termination or the acceleration of any right or obligation under, any Company Material Contract, or (iv) except as set forth in Company Disclosure Schedules 3.12(c) or 3.30(e), require any the consent or approval of any third party or Governmental Authority under any such lawLaw, rule, regulation, rule or regulation or any judgment, decree, order, governmental permit or permit, license, credit agreement, indenture indenture, loan, deed of trust, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or instrument. other instrument or obligation, with only such exceptions in the case of each of clauses (giii) and (iv), as would not reasonably be expected to have a Material Adverse Effect on Company.

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 the Acquiror FBMS or any of its Subsidiaries in connection with the execution, delivery or performance by the Acquiror or the Bank FBMS of this Agreement or to consummate the Combination (andtransactions contemplated by this Agreement, if including the Plan of Merger is entered intoBank Merger, by Assigned Sub of the Plan of Merger or to consummate the Merger) except for (Ai) the Regulatory Approvals, (ii) the filing of a notice under the HSR Act, (B) the filing of applications and notices, as applicable, with the OTS and the FDIC; (C) approval SEC of the listing on the NYSE of the Acquiror Common Stock to be issued in the Combination (Proxy Statement and related Acquiror Rights); (D) the filing and declaration of effectiveness of the Registration Statement; Form S-4, (Eiii) the filing of a certificate the Articles of merger Merger contemplated by Section 1.04(a) and the filing of documents with the Secretary of State of OCC to cause the State of Delaware Bank Merger to become effective, (iv) such other filings and reports as required pursuant to the DGCL Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (as provided v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the Plan rules and regulations of Merger); any applicable SRO and the rules of the NASDAQ and (Fvi) 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 Acquiror the shares of FBMS Common Stock in pursuant to this Agreement and approval of listing of such FBMS Common Stock on the CombinationNASDAQ. As of the date hereof, the Acquiror is not aware of any reason why the approvals of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition or requirement described in Section 7.01(b). (ii) Subject to the receipt of the regulatory approvals, and expiration of the waiting periods, approvals referred to in the preceding paragraph and the making of all 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 Contract of the Acquiror or of any of its Subsidiaries or to which the Acquiror or any of its Subsidiaries or properties is subject or boundnot, (B1) constitute a breach or violation of, or a default under, the certificate articles of incorporation and bylaws of FBMS, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or by-laws (or similar governing documents) of the Acquiror 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 (g)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 the Acquiror SMBK or any of its Subsidiaries in connection with the execution, delivery delivery, or performance by the Acquiror or the Bank SMBK of this Agreement or to consummate the Combination (andtransactions contemplated by this Agreement, if including the Plan of Merger is entered intoBank Merger, by Assigned Sub of the Plan of Merger or to consummate the Merger) except for (Ai) the Regulatory Approvals, (ii) the filing of a notice under the HSR Act, (B) the filing of applications and notices, as applicable, with the OTS and the FDIC; (C) approval SEC of the listing on the NYSE of the Acquiror Common Stock to be issued in the Combination (Proxy Statement and related Acquiror Rights); (D) the filing and declaration of effectiveness of the Registration Statement; Form S-4, (Eiii) the filing of a certificate the Articles of merger Merger contemplated by Section 1.04(a) and the filing of documents with the TDFI and the Secretary of State of the State of Delaware Tennessee to cause the Bank Merger to become effective, (iv) such other filings and reports as required pursuant to the DGCL Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (as provided v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the Plan rules and regulations of Merger); any applicable SRO and the rules of the NASDAQ, and (Fvi) 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 Acquiror the shares of SMBK Common Stock in pursuant to this Agreement and approval of listing of such SMBK Common Stock on the CombinationNASDAQ. As of the date hereof, the Acquiror is not aware of any reason why the approvals of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition or requirement described in Section 7.01(b). (ii) Subject to the receipt of the regulatory approvals, and expiration of the waiting periods, approvals referred to in the preceding paragraph and the making of all required filings under federal and state securities lawssentence, the execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby by SMBK 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 Contract of the Acquiror or of any of its Subsidiaries or to which the Acquiror or any of its Subsidiaries or properties is subject or boundnot, (B1) constitute a breach or violation of, or a default under, the certificate charter and bylaws of incorporation SMBK, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree, or by-laws (or similar governing documents) of the Acquiror injunction applicable to SMBK 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 SMBK or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement, indenture or instrument. (g)other instrument or obligation to which SMBK or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound.

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 the Acquiror FBMS or any of its Subsidiaries in connection with the execution, delivery or performance by the Acquiror or the Bank FBMS of this Agreement or to consummate the Combination (andtransactions contemplated by this Agreement, if including the Plan of Merger is entered intoBank Merger, by Assigned Sub of the Plan of Merger or to consummate the Merger) except for (Ai) the Regulatory Approvals, (ii) the filing of a notice under the HSR Act, (B) the filing of applications and notices, as applicable, with the OTS and the FDIC; (C) approval SEC of the listing on the NYSE of the Acquiror Common Stock to be issued in the Combination (Proxy Statement and related Acquiror Rights); (D) the filing and declaration of effectiveness of the Registration Statement; Form S-4, (Eiii) the filing of a certificate the Articles of merger Merger contemplated by Section 1.05(a) and the filing of documents with the FDIC, the OCC, applicable state banking agencies, and the Secretary of State of Alabama to cause the State of Delaware Bank Merger to become effective, (iv) such other filings and reports as required pursuant to the DGCL Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (as provided v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the Plan rules and regulations of Merger); any applicable SRO and the rules of the NASDAQ and (Fvi) 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 Acquiror the shares of FBMS Common Stock in pursuant to this Agreement and approval of listing of such FBMS Common Stock on the CombinationNASDAQ. As of the date hereof, the Acquiror is not aware of any reason why the approvals of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition or requirement described in Section 7.01(b). (ii) Subject to the receipt of the regulatory approvals, and expiration of the waiting periods, approvals referred to in the preceding paragraph and the making of all 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 Contract of the Acquiror or of any of its Subsidiaries or to which the Acquiror or any of its Subsidiaries or properties is subject or boundnot, (B1) constitute a breach or violation of, or a default under, the certificate articles of incorporation and bylaws of FBMS, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or by-laws (or similar governing documents) of the Acquiror 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 is not aware of any reason (g)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 any Burdensome Condition would be imposed.

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 the Acquiror United or any of its Subsidiaries in connection with the execution, delivery or performance by the Acquiror or the Bank United of this Agreement or to consummate the Combination (and, if the Plan of Merger is entered into, by Assigned Sub of the Plan of Merger or to consummate the Merger) except for (A) the filing of a notice under the HSR Act, (B) the filing of applications and notices, as applicable, with the OTS federal and state banking authorities; (B) the adoption and approval by the shareholders of United of the Articles Amendment and the FDICissuance of United Common Stock as contemplated hereby; (C) approval of the listing on the NYSE of the Acquiror Common Stock to be issued in the Combination (and related Acquiror Rights); (D) the filing and declaration of effectiveness of the Registration Statement; (ED) the filing of a certificate articles of merger with the Secretary of State of the State of Delaware Corporation Commission pursuant to the DGCL VSCA and the issuance of the related certificate of merger and the filing of the Articles Amendment with the West Virginia Secretary; (as provided in the Plan of Merger); and (FE) 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 Acquiror Common United Stock in the CombinationMerger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, the Acquiror United is not aware of any reason why the approvals of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby set forth in Section 7.01(b) will not be received without the imposition of a condition condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory approvals, and expiration of the waiting periods, requirements referred to in the preceding paragraph and expiration of the making of all 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 Contract agreement, indenture or instrument of the Acquiror United or of any of its Subsidiaries or to which the Acquiror United or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the certificate of incorporation or by-laws (or similar governing documents) of the Acquiror 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. (g)A-14

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 the Acquiror SMBK or any of its Subsidiaries in connection with the execution, delivery delivery, or performance by the Acquiror or the Bank SMBK of this Agreement or to consummate the Combination (andtransactions contemplated by this Agreement, if including the Plan of Merger is entered intoBank Merger, by Assigned Sub of the Plan of Merger or to consummate the Merger) except for (Ai) the Regulatory Approvals, (ii) the filing of a notice under the HSR Act, (B) the filing of applications and notices, as applicable, with the OTS and the FDIC; (C) approval SEC of the listing on the NYSE of the Acquiror Common Stock to be issued in the Combination (Proxy Statement and related Acquiror Rights); (D) the filing and declaration of effectiveness of the Registration Statement; Form S-4, (Eiii) the filing of a certificate the Articles of merger Merger contemplated by Section 1.04(a) and the filing of documents with the TDFI and the Secretary of State of the State of Delaware Tennessee to cause the Bank Merger to become effective, (iv) such other filings and reports as required pursuant to the DGCL Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (as provided v) any consents, authorizations, approvals, filings, or exemptions in connection with compliance with the Plan rules and regulations of Merger); any applicable SRO and the rules of the NASDAQ, and (Fvi) 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 Acquiror the shares of SMBK Common Stock in pursuant to this Agreement and approval of listing of such SMBK Common Stock on the CombinationNASDAQ. As of the date hereof, the Acquiror is not aware of any reason why the approvals of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition or requirement described in Section 7.01(b). (ii) Subject to the receipt of the regulatory approvals, and expiration of the waiting periods, approvals referred to in the preceding paragraph and the making of all required filings under federal and state securities lawssentence, the execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby by SMBK 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 Contract of the Acquiror or of any of its Subsidiaries or to which the Acquiror or any of its Subsidiaries or properties is subject or boundnot, (B1) constitute a breach or violation of, or a default under, the certificate charter and bylaws of incorporation SMBK, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree, or by-laws (or similar governing documents) of the Acquiror injunction applicable to SMBK 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 SMBK or any of its Subsidiaries under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement, indenture or instrument. (g)other instrument or obligation to which SMBK or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound.

Regulatory Approvals; No Defaults. (ia) No Except as would not be material, 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 the Acquiror Buyer or any of its Subsidiaries in connection with the execution, delivery or performance by the Acquiror or the Buyer and Buyer Bank of this Agreement or to consummate the Combination (andtransactions contemplated by this Agreement, if the Plan of Merger is entered into, by Assigned Sub of the Plan of Merger or to consummate the Merger) except for (A) filings of applications or notices with, and consents, approvals or waivers by the FRB, the OCC, the FDIC and the Florida Office of Financial Regulation, the filing of a notice under the HSR ActArticles of Merger with the Florida Secretary of State, (B) the filing or issuance of applications the articles of combination with or by the Florida Secretary of State, the Florida Office of Financial Regulation and noticesthe OCC, as applicablerespectively, and the filing with the OTS SEC of the Proxy Statement-Prospectus and the FDIC; (C) approval of the listing on the NYSE of the Acquiror Common Stock to be issued in the Combination (and related Acquiror Rights); (D) the filing Registration Statement and declaration of effectiveness of the Registration Statement; (E) the filing of a certificate of merger Statement and compliance with the Secretary of State applicable requirements of the State of Delaware pursuant to the DGCL (as provided in the Plan of Merger); Exchange Act, and (F) 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 Acquiror the shares of Buyer Common Stock in the Combinationpursuant to this Agreement. As of the date hereof, the Acquiror is not aware of any reason why the approvals of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition or requirement described in Section 7.01(b). (ii) Subject to the receipt of the regulatory approvals, and expiration of the waiting periods, approvals referred to in the preceding paragraph and the making of all required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by Buyer and Buyer Bank 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 Contract of the Acquiror or of any of its Subsidiaries or to which the Acquiror or any of its Subsidiaries or properties is subject or bound, (Bi) constitute a breach or violation of, or a default under, the certificate of incorporation or by-laws (Buyer Articles, Buyer Bylaws or similar governing documentsdocuments of Buyer, Buyer Bank, or any of their respective Subsidiaries, (ii) of the Acquiror except as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Buyer or any of its Subsidiaries, or any of their respective properties or assets, (Ciii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Buyer or any of its Subsidiaries or to which Buyer or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require any the consent or approval of, or any filing or notice to, any third party or Governmental Authority under any such lawLaw, rule, regulation, rule or regulation or any judgment, decree, order, governmental permit or permit, license, credit agreement, indenture indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or instrument. other instrument or obligation, with only such exceptions in the case of each of clauses (giii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Buyer.

Regulatory Approvals; No Defaults. (ia) No Except as would not be material, 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 the Acquiror Buyer or any of its Subsidiaries in connection with the execution, delivery or performance by the Acquiror or the Buyer and Buyer Bank of this Agreement or to consummate the Combination (andtransactions contemplated by this Agreement, if except for filings of applications or notices with, and consents, approvals or waivers by the Plan FRB, the FRBank, the FDIC, the Missouri Division of Merger is entered intoFinance, by Assigned Sub respectively, and the filing with the SEC of the Plan of Merger or to consummate the Merger) except for (A) the filing of a notice under the HSR Act, (B) the filing of applications and notices, as applicable, with the OTS Proxy Statement-Prospectus and the FDIC; (C) approval of the listing on the NYSE of the Acquiror Common Stock to be issued in the Combination (and related Acquiror Rights); (D) the filing Registration Statement and declaration of effectiveness of the Registration Statement; (E) the filing of a certificate of merger Statement and compliance with the Secretary of State applicable requirements of the State of Delaware pursuant to the DGCL (as provided in the Plan of Merger); Exchange Act, and (F) 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 ” Laws of various states in connection with the issuance of Acquiror the shares of Buyer Common Stock in the Combinationpursuant to this Agreement. As of the date hereof, the Acquiror is not aware of any reason why the approvals of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition or requirement described in Section 7.01(b). (ii) Subject to the receipt of the regulatory approvals, and expiration of the waiting periods, approvals referred to in the preceding paragraph and the making of all required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by Buyer and Buyer Bank 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 Contract of the Acquiror or of any of its Subsidiaries or to which the Acquiror or any of its Subsidiaries or properties is subject or bound, (Bi) constitute a breach or violation of, or a default under, the certificate of incorporation or by-laws (Buyer Certificate, Buyer Bylaws or similar governing documentsdocuments of Buyer, Buyer Bank, or any of their respective Subsidiaries, (ii) of the Acquiror except as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Buyer or any of its Subsidiaries, or any of their respective properties or assets, (Ciii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien (other than Permitted Liens) under, result in a right of termination or the acceleration of any right or obligation under, any Buyer Material Contract, or (iv) except as set forth in Buyer Disclosure Schedule 4.08(a) require any the consent or approval of any third party or Governmental Authority under any such lawLaw, rule, regulation, rule or regulation or any judgment, decree, order, governmental permit or permit, license, credit agreement, indenture indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or instrument. other instrument or obligation, with only such exceptions in the case of each of clauses (giii) and (iv), as would not reasonably be expected to have a Material Adverse Effect on Buyer or Buyer Bank.

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 the Acquiror Buyer or any of its Subsidiaries in connection with the execution, delivery or performance by the Acquiror Buyer or the Bank Merger Sub of this Agreement or to consummate the Combination (andtransactions contemplated by this Agreement, if the Plan of Merger is entered into, by Assigned Sub of the Plan of Merger or to consummate the Merger) except for (A) filings of applications or notices with, and consents, approvals or waivers by the FRB, the OCC and the filing of a notice under the HSR Act, (B) the filing Articles of applications and notices, as applicable, Merger with the OTS Maryland State Department of Assessments and the FDIC; (C) approval of the listing on the NYSE of the Acquiror Common Stock to be issued in the Combination (and related Acquiror Rights); (D) the filing and declaration of effectiveness of the Registration Statement; (E) the filing of a certificate of merger with the Secretary of State of the State of Delaware pursuant Taxation. Subject to the DGCL (as provided in the Plan of Merger); and (F) 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 Acquiror Common Stock in the Combination. As of the date hereof, the Acquiror is not aware of any reason why the approvals of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition or requirement described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals, and expiration of the waiting periods, approvals referred to in the preceding paragraph and the making of all required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by Buyer and Merger Sub 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 Contract of the Acquiror or of any of its Subsidiaries or to which the Acquiror or any of its Subsidiaries or properties is subject or bound, (Bi) constitute a breach or violation of, or a default under, the certificate Certificate of incorporation Incorporation and Bylaws of Buyer or by-laws (Merger Sub or similar governing documentsdocuments of Buyer or any of its Subsidiaries, (ii) of the Acquiror except as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Buyer or any of its Subsidiaries, or any of their respective properties or assets, (Ciii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Buyer or any of its Subsidiaries or to which Buyer or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require any the consent or approval of, or any filing or notice to, any third party or Governmental Authority under any such lawLaw, rule, regulation, rule or regulation or any judgment, decree, order, governmental permit or permit, license, credit agreement, indenture indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or instrument. other instrument or obligation, with only such exceptions in the case of each of clauses (giii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Buyer or Merger Sub.

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 the Acquiror Company or any of its Subsidiaries in connection with the execution, delivery or performance by the Acquiror or the Company and Bank of this Agreement or to consummate the Combination (andtransactions contemplated by this Agreement, if the Plan of Merger is entered into, by Assigned Sub of the Plan of Merger or to consummate the Merger) except for (A) filings of applications or notices with, and consents, approvals or waivers by the FRB, the OCC and the filing of a notice under the HSR Act, (B) the filing Articles of applications and notices, as applicable, Merger with the OTS Maryland State Department of Assessments and Taxation and the FDIC; (C) approval Certificate of the listing on the NYSE of the Acquiror Common Stock to be issued in the Combination (and related Acquiror Rights); (D) the filing and declaration of effectiveness of the Registration Statement; (E) the filing of a certificate of merger Merger with the Secretary of State of the State of Delaware pursuant Delaware. Subject to the DGCL (as provided in the Plan of Merger); and (F) 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 Acquiror Common Stock in the Combination. As of the date hereof, the Acquiror is not aware of any reason why the approvals of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition or requirement described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals, and expiration of the waiting periods, approvals referred to in the preceding paragraph sentence and the making of all required filings under federal Requisite Company Shareholder Approval and state securities lawsthe Bank Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by Company and Bank 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 Contract of the Acquiror or of any of its Subsidiaries or to which the Acquiror or any of its Subsidiaries or properties is subject or bound, (Bi) constitute a breach or violation of, or a default under, the certificate Articles of incorporation or by-laws (Incorporation, Bylaws or similar governing documentsdocuments of Company and Bank, (ii) except as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or Bank, or any of their respective properties or assets, (iii) conflict with, result in a breach or violation of any provision of, or the Acquiror loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Company or any of its Subsidiaries or to which Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (Civ) require any the consent or approval of, or any filing or notice to, any third party under any such lawLaw, rule, regulation, rule or regulation or any judgment, decree, order, governmental permit or permit, license, credit agreement, indenture indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or instrument. other instrument or obligation, with only such exceptions in the case of each of clauses (giii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company.

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 the Acquiror BFC or any of its Subsidiaries in connection with the execution, delivery or performance by the Acquiror or the Bank BFC of this Agreement or to consummate the Combination (andtransactions contemplated by this Agreement, if including the Plan of Merger is entered intoBank Merger, by Assigned Sub of the Plan of Merger or to consummate the Merger) except for (Ai) the Regulatory Approvals, (ii) the filing of a notice under the HSR Act, (B) the filing of applications and notices, as applicable, with the OTS SEC and the FDIC; (C) approval of the listing on the NYSE of the Acquiror Common Stock to be issued in the Combination (and related Acquiror Rights); (D) the filing and declaration of effectiveness of the Registration Statement; , (Eiii) the filing of a certificate the Articles of merger Merger contemplated by Section 1.04(a) and the filing of documents with the Secretary of State of FDIC, OCC, the State of Delaware 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 DGCL Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (as provided v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the Plan rules and regulations of Merger); any applicable SRO and the rules of the NASDAQ and (Fvi) 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 Acquiror the shares of BFC Common Stock in pursuant to this Agreement and approval of listing of such BFC Common Stock on the CombinationTrading Market. As of the date hereof, the Acquiror is not aware of any reason why the approvals of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition or requirement described in Section 7.01(b). (ii) Subject to the receipt of the regulatory approvals, and expiration of the waiting periods, approvals referred to in the preceding paragraph and the making of all 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 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 Contract of the Acquiror or of any of its Subsidiaries or to which the Acquiror or any of its Subsidiaries or properties is subject or boundnot, (B1) constitute a breach or violation of, or a default under, the certificate articles of incorporation and bylaws of BFC, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or by-laws (or similar governing documents) of the Acquiror 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 (g)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.