AGREEMENT AND PLAN OF MERGER by and among FINANCIAL PACIFIC HOLDING CORP.,Merger Agreement • August 6th, 2013 • Umpqua Holdings Corp • Savings institution, federally chartered • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 3, 2013, is made by and among Financial Pacific Holding Corp., a Delaware corporation (the “Company”), Financial Pacific Leasing, LLC, a Washington limited liability company and direct wholly owned subsidiary of the Company (“Leasing”), Umpqua Holdings Corporation, an Oregon corporation (“Parent”), Umpqua Bank, a banking corporation incorporated under the laws of Oregon (“Bank”), Aquarium Corporation, a Delaware corporation and direct wholly owned subsidiary of Bank (“Merger Sub”) and Financial Pacific Holdings, LLC, a Delaware limited liability company and sole stockholder of the Company (“Stockholder”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.
