Common Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG TOMPKINS FINANCIAL CORPORATION, TMP MERGECO. INC., AND VIST FINANCIAL CORP.

Merger Agreement • January 27th, 2012 • Vist Financial Corp • State commercial banks

• Contract Type
  Merger Agreement
• Filed
  January 27th, 2012
• Company
  Vist Financial Corp
• Industry
  State commercial banks

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of January 25, 2012, by and between Tompkins Financial Corporation, a New York corporation (“Tompkins”), TMP Mergeco. Inc., a New York corporation (“Merger Sub”), and VIST Financial Corp., a Pennsylvania corporation (“VIST”).

CONFIDENTIAL AGREEMENT AND PLAN OF MERGER BY AND AMONG TOMPKINS FINANCIAL CORPORATION, TMP MERGECO. INC., AND VIST FINANCIAL CORP.

Merger Agreement • January 26th, 2012 • Tompkins Financial Corp • State commercial banks

• Contract Type
  Merger Agreement
• Filed
  January 26th, 2012
• Company
  Tompkins Financial Corp
• Industry
  State commercial banks

CERTAIN DEFINITIONS 1 1.1. Certain Definitions l ARTICLE II. THE MERGER 9 2.1. Merger 9 2.2. Effective Time l 0 2.3. Certificate ofIncorporation and Bylaws 10 2.4. Directors and Officers of Surviving Corporation l 0 2.5. Effects of the Merger 10 2.6. Tax Consequences 10 2.7. Possible Alternative Structures 11 ARTICLE III. CONVERSION OF SHARES 11 3.1. Conversion ofVIST Common Stock; Merger Consideration 11 3.2. Procedures for Exchange ofVIST Common Stock 13 3.3. Treatment of Preferred Stock and Warrant 15 3.4. Treatment ofVIST Stock Options 15 3.5. Reservation of Shares 16