AGREEMENT AND PLAN OF MERGER by and among PACIFIC CONTINENTAL CORPORATION, PACIFIC CONTINENTAL BANK, FOUNDATION BANCORP and FOUNDATION BANK Dated as of April 26, 2016Merger Agreement • April 28th, 2016 • Pacific Continental Corp • National commercial banks • Oregon
This Agreement and Plan of Merger is entered into effective as of the 26th day of April, 2016 (this “Agreement”), by and among Pacific Continental Corporation (“PCC”), Pacific Continental Bank (“PCB”), Foundation Bancorp (“Foundation Bancorp”), and Foundation Bank (the “Bank”).
EXHIBIT A-2 VOTING AGREEMENTVoting Agreement • April 28th, 2016 • Pacific Continental Corp • National commercial banks • Oregon
This Voting Agreement (this “Agreement”), is entered into as of this 26th day of April, 2016, by and between Pacific Continental Corporation, an Oregon corporation (“PCC”), and the undersigned shareholder (“Shareholder”) of Foundation Bancorp, Inc., a Washington corporation (“Foundation Bancorp”).
EXHIBIT A-1 VOTING AND NON-COMPETITION AGREEMENTVoting and Non-Competition Agreement • April 28th, 2016 • Pacific Continental Corp • National commercial banks • Oregon
This Voting and Non-Competition Agreement (this “Agreement”) is entered into as of this 26th day of April, 2016, by and between Pacific Continental Corporation, an Oregon corporation (“PCC”) and the undersigned [officer/director] (the “[Officer/Director]”) of Foundation Bancorp, Inc., a Washington corporation (“Foundation Bancorp”), and Foundation Bank, a Washington state-chartered bank (the “Bank”).
