AGREEMENT AND PLAN OF MERGER by and among HARVARD SAVINGS BANK, HARVARD SAVINGS BANK, MHC and MORRIS BUILDING & LOAN, S.B. Dated July 24, 2007 and amended as of December 18, 2007 (amendment attached)Agreement and Plan of Merger • December 24th, 2009 • Harvard Illinois Bancorp, Inc. • Savings institution, federally chartered • Illinois
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 24, 2007, is by and among Harvard Savings Bank, an Illinois chartered stock savings bank (“HSB”), Harvard Savings Bank, MHC, a federally chartered mutual holding company (“HSB MHC”) and Morris Building & Loan, S.B., an Illinois chartered mutual savings bank (“MBL”).
HARVARD ILLINOIS BANCORP INC. up to 1,092,500 Shares (subject to increase up to 1,256,375 shares) COMMON SHARES ($.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • December 24th, 2009 • Harvard Illinois Bancorp, Inc. • Savings institution, federally chartered • New York
Company will be consistent with that set forth in the Prospectus under the caption “Capitalization,” and no shares of capital stock of the Company have been issued prior to the Closing Date; the Common Shares have been duly and validly authorized for issuance, and when issued and delivered by the Company pursuant to the Plan against payment of the consideration calculated as set forth in the Plan, the Registration Statement and the Prospectus, will be duly and validly issued and fully paid and non-assessable, except for shares purchased by the ESOP with funds borrowed from the Company to the extent payment therefore in cash has not been received by the Company; except to the extent that subscription rights and priorities pursuant thereto exist pursuant to the Plan, the issuance of the Shares is not subject to preemptive rights (other than subscription rights as provided in the Plan). The Shares will not, when issued, be subject to any preemptive rights, liens, charges, encumbrances or
