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
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
VOTING AGREEMENTVoting Agreement • January 26th, 2012 • Tompkins Financial Corp • State commercial banks • New York
This Voting Agreement (this “Agreement”), dated as of January 24, 2012 between the undersigned stockholder (“Stockholder”) of VIST Financial Corp., a Pennsylvania corporation (the “Company”), and Tompkins Financial Corporation, a New York corporation (“Parent”).
