Common use of Actions at Closing Clause in Contracts

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Suncoast shall deliver the following documents to ▇▇▇▇▇▇▇: (1) A certificate signed by an authorized officer of Suncoast stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholders of Suncoast authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of ▇▇▇▇▇▇▇; and (b) ▇▇▇▇▇▇▇ shall deliver the following documents to Suncoast: (1) A certificate signed by an authorized officer of ▇▇▇▇▇▇▇ stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors of ▇▇▇▇▇▇▇ authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of ▇▇▇▇▇▇▇; (3) The certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoast.

Actions at Closing. (a) At the Closing, the following deliveries Bancorp shall be made, each deliver to be deemed concurrent with all othersFBA: (ai) Suncoast shall deliver certified copies of the following documents to ▇▇▇▇▇▇▇:Articles of Incorporation and Bylaws of Bancorp and the Articles of Incorporation and Bylaws of each of its subsidiaries; (1ii) A certificate certificates signed by an authorized officer the Presidents of Suncoast Bancorp and Bank stating that (A) each of the representations and warranties contained in Article Two ARTICLE II is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made as at the Closing, and (B) all of the Effective Dateconditions set forth in Section 6.01 have been satisfied or waived as provided therein; (2iii) A copy certified copies of resolutions of the resolutions duly adopted by the Board Boards of Directors of Bancorp and stockholders Bank and of Suncoast authorizing the execution and delivery shareholders of Bancorp, establishing the requisite approvals under applicable Corporate Law of this Agreement Agreement, the Merger and the consummation of the other transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (3iv) Certificates representing tax clearance certificates issued by the Common Shares Franchise Tax Board of the State of California with respect to Bancorp and each of its subsidiaries, dated a recent date, stating that all taxes imposed under the Preferred Shares registered in the name of ▇▇▇▇▇▇▇Bank and Corporation Law on such corporations have been paid or adequately secured; and (v) a legal opinion from counsel for Bancorp and Bank with respect to the matters listed in Exhibit C hereto, in form reasonably satisfactory to FBA and its counsel. (b) ▇▇▇▇▇▇▇ At the Closing, FBA shall deliver the following documents to SuncoastBancorp: (1i) A certificate certificates signed by an authorized officer the Presidents of ▇▇▇▇▇▇▇ FBA and FB&T stating that (A) each of the representations and warranties contained in Article Three ARTICLE III is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made as at the Closing, and (B) all of the Effective Dateconditions set forth in Section 6.02 have been satisfied or waived as provided therein; (2ii) A copy certified copies of resolutions of the resolutions duly adopted by the Board Boards of Directors of ▇▇▇▇▇▇▇ authorizing FBA and FB&T, establishing the execution and delivery requisite approvals under applicable Corporate Law of this Agreement Agreement, the Merger and the consummation of the other transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of ▇▇▇▇▇▇▇;; and (3iii) The certificates representing a legal opinion from counsel for FBA and FB&T with respect to the CPNP Sharesmatters listed in Exhibit D hereto, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares form reasonably satisfactory to SuncoastBancorp and its counsel.

Actions at Closing. (a) At the Closing, the following deliveries 1ST BANCORP shall be made, each deliver to be deemed concurrent with all othersGerman American: (ai) Suncoast shall deliver certified copies of (A) the following documents to ▇▇▇▇▇▇▇:Articles of Incorporation and Bylaws of 1ST BANCORP, as amended; (B) the Charter and Bylaws of the Bank, as amended; and (C) the Articles of Incorporation and Bylaws of each of the Subsidiaries; (1i) A a certificate or certificates signed by an authorized the chief executive officer of Suncoast stating 1ST BANCORP, to the best of his knowledge and belief, after due inquiry, that (A) each of the representations and warranties contained in Article Two hereof is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made as at Closing, and (B) 1ST BANCORP, the Bank, and the Subsidiaries have performed and complied in all material respects, unless waived by German American, with all of its respective obligations and agreements required to be performed hereunder prior to the Effective Closing Date; (2i) A copy certified copies of the resolutions duly adopted by the of 1ST BANCORP's Board of Directors and stockholders of Suncoast shareholders, approving and authorizing the execution and delivery of this Agreement and the consummation Plan of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (3) Certificates representing the Common Shares Merger and the Preferred Shares registered in the name of ▇▇▇▇▇▇▇; and (b) ▇▇▇▇▇▇▇ shall deliver the following documents to Suncoast: (1) A certificate signed by an authorized officer of ▇▇▇▇▇▇▇ stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors of ▇▇▇▇▇▇▇ authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of ▇▇▇▇▇▇▇Merger; (3i) The certificates representing a certificate of the CPNP SharesIndiana Secretary of State, endorsed in blank or accompanied by dated a recent date, stating that 1ST BANCORP is duly executed stock powers effectively transferring organized and validly existing under the CPNP Shares to Suncoast.IBCL; (i) a certificate of the OTS, dated a recent date, stating that the Bank is duly organized and validly existing under the laws of the United States of America;

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Suncoast BELLA shall deliver the following documents to ▇▇▇▇▇▇▇GAMG: (1) A certificate signed by an authorized officer of Suncoast BELLA stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Dateat Closing; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholders of Suncoast BELLA authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Closing Date, by the secretary Secretary of Suncoast;▇▇▇▇▇; and (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of ▇▇▇▇▇▇▇; andGAMG. (b) ▇▇▇▇▇▇▇ GAMG shall deliver the following documents to SuncoastBELLA: (1) A certificate signed by an authorized officer of ▇▇▇▇▇▇▇ GAMG stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Dateat Closing; (2) A copy of the resolutions duly adopted by the Board of Directors of ▇▇▇▇▇▇▇ GAMG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Closing Date, by the secretary Secretary of ▇▇▇▇▇▇▇GAMG; (3) The certificates representing the CPNP GAMG Shares, endorsed issued in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoastnames of the Selling Shareholders as their interests appear in Exhibit “A” annexed hereto.

Actions at Closing. (a) At the Closing, the following deliveries Bancorp shall be made, each deliver to be deemed concurrent with all othersFBA: (ai) Suncoast shall deliver certified copies of the following documents to ▇▇▇▇▇▇▇:Certificate of Incorporation and Bylaws of Bancorp and the Articles or Certificate of Incorporation and Bylaws of each of its subsidiaries; (1ii) A certificate certificates signed by an authorized officer the Chief Executive Officers of Suncoast Bancorp and Bank of San Francisco on behalf of such entities stating that (A) each of the representations and warranties contained in Article Two II is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing (except to the extent any representation or warranty expressly speaks as of an earlier date), and (B) all of the Effective Dateconditions set forth in Section 6.01 have been satisfied or waived as provided therein; (2iii) A copy certified copies of resolutions of the resolutions duly adopted Boards of Directors of Bancorp and Bank of San Francisco and of the shareholders of Bancorp, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby; (iv) tax clearance certificates issued by the Franchise Tax Board of Directors the State of California with respect to Bancorp and stockholders each of Suncoast authorizing its subsidiaries, dated a recent date, stating that all taxes imposed under the execution Bank and delivery Corporation Tax Law on such corporations have been paid or adequately secured; (v) a legal opinion from counsel for Bancorp and Bank of this Agreement San Francisco (which counsel shall be reasonably acceptable to FBA) with respect to the matters listed in Exhibit 1.06(a) hereto, in form reasonably satisfactory to FBA and its counsel; and (vi) evidence of the receipt of all required consents and approvals from federal and state regulatory agencies and other governmental bodies, if any, with respect to the consummation of the Merger, the Bank Merger and each of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of ▇▇▇▇▇▇▇; andherein. (b) ▇▇▇▇▇▇▇ At the Closing, FBA shall deliver the following documents to SuncoastBancorp: (1i) A certificate certificates signed by an authorized officer the Presidents of ▇▇▇▇▇▇▇ First Banks, FBA and Redwood on behalf of such entities stating that (A) each of the representations and warranties contained in Article Three III is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing (except to the extent any representation or warranty expressly speaks as of an earlier date), and (B) all of the Effective Dateconditions set forth in Section 6.02 have been satisfied or waived as provided therein; (2ii) A copy certified copies of resolutions of the resolutions duly adopted by the Board Boards of Directors of ▇▇▇First Banks, FBA and Redwood, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby; (iii) a legal opinion from ▇▇▇▇ authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of ▇. ▇▇▇▇▇▇▇;, counsel for FBA and Redwood, with respect to the matters listed in Exhibit 1.06(b) hereto, in form reasonably satisfactory to Bancorp and the Trustee and their respective counsel; and (3iv) The certificates representing evidence of the CPNP Sharesreceipt of all required consents and approvals from federal and state regulatory agencies and other governmental bodies, endorsed in blank or accompanied by duly executed stock powers effectively transferring if any, with respect to the CPNP Shares to Suncoastconsummation of the Merger, the Bank Merger and each of the transactions contemplated herein.

Actions at Closing. At Subject to the satisfaction or, if permissible, waiver of the conditions set forth in Article IX, at the Closing, the following deliveries shall documents must be madedelivered, each to be deemed concurrent with all othersand the following events must occur: (a) Suncoast shall Seller will deliver the following documents (or cause to ▇▇▇▇▇▇▇be delivered) to Purchaser: (1i) A a certificate signed executed by an a duly authorized officer of Suncoast stating that each Seller dated as of the Closing Date, representing and certifying on behalf of Seller that the conditions described in Section 9.2(a) (with respect to Seller’s representations and warranties contained in Article Two is true III) and correct in all material respects at the time Section 9.2(b) have been satisfied; (ii) a certificate executed by a duly authorized officer of Closing with the same force Seller and effect as if such representations and warranties had been made NR Operator dated as of the Effective Closing Date, representing and certifying on behalf of Seller and NR Operator that the required regulatory filings described in Section 7.9 have occurred; (2iii) A copy (A) a certificate substantially in the form of Exhibit F certifying that Seller (or its regarded owner, if Seller is an entity disregarded as separate from its owner) is not a “foreign person” within the meaning of Section 1445 of the resolutions duly adopted Code, and (B) a Colorado Form DR 1083 certifying that Seller is not subject to withholding pursuant to Colo. Rev. Stat. § 39-22-604.5; (iv) a release or other written instrument that is reasonably acceptable to Purchaser that effectuates a full and unconditional release of all Liens encumbering the Properties and securing Seller’s or any of its Affiliates indebtedness for borrowed money, including those created under those instruments described in Schedule 3.25; (v) an assignment executed and delivered by the Board of Directors and stockholders of Suncoast authorizing the execution and delivery of this Agreement and the consummation Seller of the transactions contemplated herebyProperties, which assignment shall be substantially in the form of the instrument attached as Exhibit I (the “Assignment”); (vi) a counterpart of the Transition Services Agreement substantially in the form of Exhibit J duly certifiedexecuted by NR Operator; and (vii) such other documents, instruments, and agreements as Purchaser reasonably requests or as required to consummate the Transaction, executed as appropriate or required. (b) Purchaser will deliver (or cause to be delivered): (i) to Seller, the Cash Consideration, as adjusted pursuant to Section 1.3(b), less the amount of the Deposit and in accordance with Section 1.4 by wire transfer of immediately available funds in U.S. dollars to the account(s) specified by Seller; (ii) to Seller, a certificate executed by a duly authorized officer of Purchaser dated as of the Effective Closing Date, by representing and certifying that the secretary of Suncoastconditions set forth in Section 9.1(a) and Section 9.1(b) have been satisfied; (3iii) Certificates representing a counterpart of the Common Shares and the Preferred Shares registered Transition Services Agreement substantially in the name form of Exhibit J duly executed by P▇▇▇▇▇▇▇▇; and (biv) ▇▇▇▇▇▇▇ shall deliver to Seller, such other documents, instruments, and agreements as Seller reasonably requests as required to consummate the following documents to Suncoast: (1) A certificate signed by an authorized officer of ▇▇▇▇▇▇▇ stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect Transaction, executed as if such representations and warranties had been made as of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors of ▇▇▇▇▇▇▇ authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of ▇▇▇▇▇▇▇; (3) The certificates representing the CPNP Shares, endorsed in blank appropriate or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoastrequired.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Suncoast shall deliver the following documents to ▇▇▇▇▇▇▇Quigley: (1) A certificate signed by an authorized officer of Suncoast offic▇▇ ▇▇ ▇uncoast stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholders of Suncoast authorizing the execution and delivery of this Agreement Agreement. and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of ▇▇▇▇▇▇▇Quigley; and (b) ▇▇▇▇▇▇▇ Quigley shall deliver the following documents to Suncoastdocumen▇▇ ▇▇ ▇uncoast: (1▇) A certificate signed by an authorized officer of ▇▇▇▇▇▇▇ Quigley stating that each of the representations and warranties warr▇▇▇▇▇▇ contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors of ▇▇▇▇▇▇▇ Quigley authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of ▇▇▇▇▇▇▇Quigley; (3) The certificates representing the CPNP SharesShar▇▇, endorsed ▇▇▇orsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoast.

Actions at Closing. (a) At the Closing, the following deliveries Blue River shall be made, each deliver to be deemed concurrent with all othersFirst Community or BR Acquisition: (ai) Suncoast shall deliver certified copies of the following documents to ▇▇▇▇▇▇▇:Charter and Bylaws of Blue River, as amended; (1ii) A a certificate or certificates signed by an authorized the chief executive officer of Suncoast stating Blue River, to the best of his knowledge and belief, after due inquiry, that (A) each of the representations and warranties contained in Article Two hereof is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made as at Closing, and (B) Blue River has performed and complied in all material respects, unless waived by First Community or BR Acquisition, with all of its obligations and agreements required to be performed hereunder prior to the Effective Closing Date; (2iii) A copy certified copies of the resolutions duly adopted by the of Blue River's Board of Directors and stockholders of Suncoast shareholders, approving and authorizing the execution and delivery of this Agreement and the Plan of Merger and authorizing the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of SuncoastMerger; (3iv) Certificates representing a certificate of the Common Shares OTS, dated a recent date, stating that Blue River is duly organized and validly existing under the Preferred Shares registered in laws of the name United States of ▇▇▇▇▇▇▇America; and (v) evidence of all required regulatory approvals obtained by Blue River; (vi) executed Articles of Merger and other documents necessary to consummate the Merger. (b) ▇▇▇▇▇▇▇ At the Closing, First Community shall deliver the following documents to SuncoastBlue River: (1i) A a certificate signed by an authorized the chief executive officer of ▇▇▇▇▇▇▇ stating First Community stating, to the best of his knowledge and belief, after due inquiry, that (A) each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made as at Closing and (B) First Community and BR Acquisition have each performed and complied in all material respects, unless waived by Blue River with all of its obligations and agreements required to be performed hereunder prior to the Effective Closing Date; (2ii) A copy certified copies of the resolutions duly adopted by of the Board of Directors of ▇▇▇▇▇▇▇ First Community and BR Acquisition authorizing the execution and delivery of this Agreement and the Plan of Merger and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of ▇▇▇▇▇▇▇Merger; (3iii) The certificates representing a certificate of the CPNP SharesIndiana Secretary of State, endorsed in blank dated a recent date, stating that First Community is duly organized and validly existing under the laws of the State of Indiana; (iv) a certificate of the Indiana Department of Financial Institutions, dated a recent date, stating that BR Acquisition is duly organized and is validly existing under the Indiana Financial Institutions Act. (v) evidence of all required regulatory approvals obtained by BR Acquisition and First Community; and (vi) executed Articles of Merger and other documents necessary to consummate the Merger. (c) At the Closing, the parties shall execute and/or deliver to one another the Plan of Merger and such other documents and instruments and take such other actions as shall be necessary or accompanied by duly executed stock powers effectively transferring appropriate to consummate the CPNP Shares to SuncoastMerger.

Actions at Closing. (a) At the Closing, the following deliveries ACBP shall be made, each deliver to be deemed concurrent with all othersGABC: (ai) Suncoast shall deliver a certified copy of the following documents to ▇▇▇▇▇▇▇:articles of incorporation and bylaws of ACBP, as amended, and a certified copy of the articles of incorporation and bylaws of Bank of Evansville, as amended; (1ii) A a certificate or certificates signed by an authorized officer the Chief Executive Officer of Suncoast stating ACBP on behalf of ACBP stating, to the best of his knowledge and belief, after due inquiry, that each of (A) subject to the standard set forth in Section 1.10(c), the representations and warranties contained in Article Two is II are true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the Effective date of this Agreement or some other date shall be true and correct in all material respects as of such date), and (B) ACBP and Bank of Evansville have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (2iii) A copy certified copies of the all resolutions duly adopted by the of ACBP’s Board of Directors and stockholders of Suncoast authorizing its shareholders relating in any way to the execution Holding Company Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and delivery by such shareholders of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger and other transactions contemplated thereby, together with a certificate of the tellers or other official tabulating agent responsible for tabulating the votes cast for, against or abstain on each matter presented for action at each meeting of the holders of shares of ACBP Common (including each adjournment thereof) that certifies the numbers of shares cast for, against, or abstained with respect to each matter upon which a vote (other than a vote by voice vote) was taken and recorded; (iv) a certified copy of all resolutions of the Board of Directors of Bank of Evansville and of its shareholder, relating in any way to the Bank Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholder of this Agreement and the Bank Plan of Merger and authorizing the consummation of the Bank Merger and other transactions contemplated thereby; (v) a certificate of the Indiana Secretary of State, dated a recent date, stating that ACBP is duly certifiedorganized and exists under the IBCL; (vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that Bank of Evansville is duly organized and exists under the IFIA; (vii) a certified list of the holders of ACBP Common of record (as of the Effective Dateclose of business on the second trading day prior to the trading date on which the Closing Date occurs) showing, by holder and in the secretary aggregate, the number of Suncoastshares of ACBP of record as of such time; (3viii) Certificates representing a certified list of those holders of ACBP Common of record (as of the Common Shares close of business on the second trading day prior to the trading date on which the Closing Date occurs) who are Dissenting Shareholders and the Preferred Shares registered in the name number of ▇▇▇▇▇▇▇shares of ACBP Common as to which each of them are Dissenting Shareholders; and (ix) a certificate of the Secretary of ACBP that ACBP (A) has not issued any shares of capital stock of ACBP since the time of certification of the certified list of holders described in (vii) above (and is not subject to any pending unresolved requests or demands to issue any such capital stock) and (B) has not received any communications, in writing or otherwise, from any holders of any ACBP Common of record (other than those listed on the certified list described in (viii) above) concerning claims or entitlements or possible claims or entitlements, or desires to become entitled, to exercise their statutory dissenters rights in respect of the Holding Company Merger as holders of ACBP Common. (b) ▇▇▇▇▇▇▇ At the Closing, GABC shall deliver the following documents to SuncoastACBP: (1i) A a certificate signed by an authorized officer the Chief Executive Officer of ▇▇▇▇▇▇▇ stating GABC on behalf of GABC stating, to the best of his knowledge and belief, after due inquiry, that each of (A) subject to the standard set forth in Section 1.10(d), the representations and warranties contained in Article Three is III are true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the Effective date of this Agreement or some other date shall be true and correct in all material respects as of such date), and (B) GABC has performed and complied in all material respects, unless waived by ACBP, with all of its obligations and agreements required to be performed hereunder prior to the Closing Date; (2ii) A a certified copy of the resolutions duly adopted by the of GABC’s Board of Directors of ▇▇▇▇▇▇▇ authorizing the execution of this Agreement and delivery the Plan of Merger and the consummation of the Holding Company Merger; (iii) A certified copy of the resolutions of German American’s Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as Bank Merger; and (iv) certificates of the Effective DateIndiana Secretary of State, dated a recent date, stating that GABC and German American each exist under the IBCL and IFIA, respectively. (c) At the Closing, GABC and ACBP shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, accompanied by the secretary of ▇▇▇▇▇▇▇; (3) The certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoastappropriate fees.

Actions at Closing. (a) At the Closing, the following deliveries CIB Parties shall be made, each deliver to be deemed concurrent with all othersthe First Banks Parties: (ai) Suncoast shall deliver a stock certificate, duly endorsed or accompanied by executed stock powers, in either case in form reasonably acceptable to First Banks, evidencing CIB Marine's ownership and unencumbered transfer to First Banks of all of the following documents to ▇▇▇▇▇▇▇:outstanding capital stock of Hillside, and stock certificates evidencing Hillside's unencumbered ownership of all of the outstanding capital stock of Bank and Bank's unencumbered ownership of the outstanding stock of the Acquired Bank Subsidiaries (as defined in Section 2.03); (1ii) A certificate certified copies of the Articles of Incorporation and Bylaws of Hillside, the Charter and Bylaws of Bank and the Articles of Incorporation or Articles of Organization and Bylaws or similar governing documents of the Acquired Bank Subsidiaries (as defined in Section 2.03), and complete minute books or other records reasonably satisfactory to First Banks of the minutes of all corporate proceedings of Hillside, Bank and the Acquired Bank Subsidiaries; (iii) certificates signed by an authorized officer appropriate officers of Suncoast each of the CIB Parties stating that (A) each of the representations and warranties contained in Article Two II is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made as at the Closing, and (B) each of the Effective Dateconditions set forth in Section 6.01 has been satisfied or waived as provided therein. If as a result of changes occurring after the date of this Agreement and prior to the Closing Date such officers determine in good faith that it is necessary to modify any of the representations or warranties referred to in such certificates in order for the statements made in the certificates to be accurate, they shall deliver to First Banks certificates accompanied by a schedule describing such changes in reasonable detail; (2iv) A copy certified copies of currently effective resolutions of the resolutions duly adopted by the Board Boards of Directors and stockholders of Suncoast each of the CIB Parties authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (3v) Certificates representing certificates of the Common Shares Secretaries of State or comparable officials of the jurisdictions of incorporation of CIB Marine, Hillside, Bank and each Acquired Bank Subsidiary, each dated a recent date, stating that such entities are in good standing; (vi) evidence reasonably satisfactory to First Banks of the Preferred Shares registered in the name release of ▇▇▇▇▇▇▇Hillside from any further liability related to credit obligations of CIB Marine; and (vii) a legal opinion from counsel for the CIB Parties regarding CIB Marine, Hillside and Bank, this Agreement and the transactions contemplated hereby, in form reasonably satisfactory to First Banks. (b) ▇▇▇▇▇▇▇ At the Closing, the First Banks Parties shall deliver the following documents to SuncoastCIB Marine: (1i) A certificate the Purchase Price in immediately available funds, in form reasonably acceptable to CIB Marine; (ii) certificates signed by an authorized officer appropriate officers of ▇▇▇▇▇▇▇ each of the First Banks Parties stating that (A) each of the representations and warranties contained in Article Three III is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made as at the Closing, and (B) each of the Effective Dateconditions set forth in Section 6.02 has been satisfied or waived as provided therein. If as a result of changes occurring after the date of this Agreement and prior to the Closing Date such officers determine in good faith that it is necessary to modify any of the representations or warranties referred to in such certificates in order for the statements made in the certificates to be accurate, they shall deliver to CIB Marine certificates accompanied by a schedule describing such changes in reasonable detail; (2iii) A a certified copy of currently effective resolutions of the resolutions duly adopted by the Board Boards of Directors of ▇▇▇▇▇▇▇ each of the First Banks Parties authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of ▇▇▇▇▇▇▇;; and (3iv) The certificates representing a legal opinion from counsel for the CPNP SharesFirst Banks Parties regarding First Banks, endorsed SF Company, this Agreement and the transactions contemplated hereby, in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares form reasonably satisfactory to SuncoastCIB Marine.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Suncoast shall deliver the following documents to ▇Q▇▇▇▇▇▇: (1) A certificate signed by an authorized officer of Suncoast stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholders of Suncoast authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of ▇Q▇▇▇▇▇▇; and (b) ▇Q▇▇▇▇▇▇ shall deliver the following documents to Suncoast: (1) A certificate signed by an authorized officer of ▇Q▇▇▇▇▇▇ stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors of ▇Q▇▇▇▇▇▇ authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of ▇Q▇▇▇▇▇▇; (3) The certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoast.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Suncoast shall deliver the following documents to ▇▇▇▇▇▇▇Quigley: (1▇) A certificate ▇ ▇ertificate signed by an authorized officer of Suncoast stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholders of Suncoast authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of ▇▇▇▇▇▇▇Quigley; and (b) ▇Q▇▇▇▇▇▇ shall deliver the following fo▇▇▇▇▇▇▇ documents to Suncoast: (1) A certificate signed by an authorized officer of ▇▇Quigley st▇▇▇▇▇ stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors of ▇▇Quigley authorizing the exec▇▇▇▇▇ authorizing the execution and ▇nd delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of ▇▇▇▇▇▇▇Quigley; (3▇) The ▇▇▇ certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoast.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Suncoast Firetainment shall deliver the following documents to ▇▇▇▇▇▇▇Viabuilt: (1) A certificate signed by an authorized officer of Suncoast Firetainment stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Dateat Closing; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholders stockholder of Suncoast Firetainment authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Closing Date, by the secretary of SuncoastFiretainment; (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of ▇▇▇▇▇▇▇; andViabuilt. (b) ▇▇▇▇▇▇▇ Viabuilt shall deliver the following documents to SuncoastFiretainment: (1) A certificate signed by an authorized officer of ▇▇▇▇▇▇▇ Viabuilt stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Dateat Closing; (2) A copy of the resolutions duly adopted by the Board of Directors of ▇▇▇▇▇▇▇ Viabuilt authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Closing Date, by the secretary of ▇▇▇▇▇▇▇Viabuilt; (3) The certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoast.

Actions at Closing. (a) At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Suncoast shall deliver the following documents to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Bank shall deliver to F&M and F&M Bank: (1i) A a certificate or certificates signed by an authorized officer the Chief Executive Officer of Suncoast stating ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Bank stating, to the best of his knowledge and belief, after due inquiry, that (A) each of the representations and warranties contained in Article Two 2 hereof is true and correct in all material respects at the time of Closing Effective Time with the same force and effect as if such representations and warranties had been made as of at the Effective DateTime, and (B) ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Bank each has performed and complied in all material respects, unless waived by F&M and F&M Bank, with all of its obligations and agreements required to be performed hereunder prior to the Effective Time; (2ii) A copy certified copies of the resolutions duly adopted by the Board of Directors and stockholders of Suncoast authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of ▇▇▇▇▇▇▇; and'▇ Board of Directors and shareholders, approving and authorizing the execution of this Agreement, the Bank Merger Agreement, and authorizing the consummation of the Bank Merger; (biii) ▇▇▇▇▇▇▇ shall deliver certified copies of the following documents to Suncoast: (1) A certificate signed by an authorized officer resolutions of ▇▇▇▇▇▇▇ Bank's Board of Directors and ▇▇▇▇▇▇▇, as the sole shareholder of ▇▇▇▇▇▇▇ Bank, approving and authorizing the execution of this Agreement and authorizing the consummation of the Bank Merger; (iv) a Certificate of the Indiana Secretary of State, dated a recent date, stating that ▇▇▇▇▇▇▇ is validly existing and in good standing; (v) Certificates of the IDFI and the FDIC, dated recent dates, relating to the valid existence and the FDIC insurance of deposits of ▇▇▇▇▇▇▇ Bank; and (vi) a Certificate of Merger executed by the proper parties thereto reflecting the terms and provisions of this Agreement in proper form for filing with the Secretaries of State of the States of Ohio and Indiana in order to cause the Bank Merger to become effective pursuant to the Ohio Banking Code and the Indiana Banking Code. (b) At the Closing, F&M and F&M Bank shall deliver to ▇▇▇▇▇▇▇: (i) a Certificate signed by the Chief Executive Officer of F&M and F&M Bank stating, to the best of his knowledge and belief, after due inquiry, that (A) each of the representations and warranties contained in Article Three 3 is true and correct in all material respects at the time of Closing Effective Time with the same force and effect as if such representations and warranties had been made as of at the Effective Date; Time and (2B) A copy of the resolutions duly adopted F&M and F&M Bank each has performed and complied in all material respects, unless waived by the Board of Directors of ▇▇▇▇▇▇▇ ▇, with all of its obligations and agreements required to be performed hereunder prior to the Effective Time; (ii) certified copies of the resolutions of F&M's Board of Directors authorizing the execution of this Agreement, the Bank Merger Agreement, and delivery the consummation of the Bank Merger; (iii) certified copies of the resolutions of F&M Bank's Board of Directors and F&M, as the sole shareholder of F&M Bank, authorizing the execution of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of ▇▇▇▇▇▇▇Bank Merger; (3iv) The certificates representing a Certificate of Merger executed by the CPNP Sharesproper parties thereto reflecting the terms and provisions of this Agreement in proper form for filing with the Secretaries of State of the States of Ohio and Indiana in order to cause the Bank Merger to become effective pursuant to the Ohio Banking Code and the Indiana Banking Code. (c) At and after the Closing, endorsed in blank the parties and their representatives shall execute and/or deliver to one another such other documents and instruments and take such actions as shall be necessary or accompanied by duly executed stock powers effectively transferring appropriate to consummate the CPNP Shares to SuncoastMergers.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Suncoast shall deliver the following documents to ▇▇▇▇▇▇▇Shareholders: (1) A certificate signed by an authorized officer of Suncoast stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Dateat Closing; (2) A copy of the resolutions duly adopted by the Board of Directors and ratified by the stockholders of Suncoast authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Closing Date, by the secretary of Suncoast; (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of ▇▇▇▇▇▇▇Shareholders; and (4) The Nomination Agreement duly executed by Suncoast, a copy of which is attached hereto as Exhibit "B"; and (5) The opinion of Suncoast's counsel substantially in the form of Exhibit "C" attached hereto. (b) ▇▇▇▇▇▇▇ RADA and Shareholders shall deliver the following documents to Suncoast: (1) A certificate signed by an authorized officer of ▇▇▇▇▇▇▇ RADA stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Dateat Closing; (2) A copy of the resolutions duly adopted by the Board of Directors of ▇▇▇▇▇▇▇ authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of ▇▇▇▇▇▇▇; (3) The certificates representing the CPNP RADA Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP RADA Shares to Suncoast.. ARTICLE TWO -----------

Actions at Closing. (a) At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Suncoast Inotek shall deliver the following documents to ▇▇▇▇▇▇Davi▇: (1i) A certified copies of the Certificate of Incorporation and Bylaws of Inotek; (ii) a certificate signed by an authorized officer the Chairman of Suncoast the Board of Directors and President of Inotek stating that (A) each of the representations and warranties contained in Article Two II is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made as at the Closing, and (B) all of the Effective Dateconditions set forth in Section 6.01 have been satisfied or waived as provided therein; (2iii) A a certified copy of the resolutions duly adopted by of the Board of Directors of Inotek and of the stockholders of Suncoast authorizing Inotek, establishing the execution and delivery requisite approvals under applicable Corporate Law of this Agreement Agreement, the Merger and the consummation of the other transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (3iv) Certificates representing the complete minute book of Inotek and access to complete stock transfer records reflecting transfers of Inotek Common Shares and prior to the Preferred Shares registered in the name of ▇▇▇▇▇▇▇Effective Time; and (v) a certificate of Inotek's transfer agent, in form and substance reasonably satisfactory to Davi▇, ▇▇flecting the capitalization of Inotek as of the day preceding the Closing Date. (b) At the Closing, Davi▇ ▇▇▇ll deliver to Inotek: (i) a certificate signed by the President of Davi▇ ▇▇▇▇ shall deliver the following documents to Suncoast: ting that (1A) A certificate signed by an authorized officer of ▇▇▇▇▇▇▇ stating that each of the representations and warranties contained in Article Three III is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made as at the Closing, and (B) all of the Effective Dateconditions set forth in Section 6.02 have been satisfied or waived as provided therein; (2ii) A a certified copy of the resolutions duly adopted by of the Board of Directors of ▇▇▇▇Davi▇ ▇▇▇ authorizing Newco and of the execution and delivery stockholder of Newco, establishing the requisite approvals under applicable Corporate Law of this Agreement Agreement, the Merger and the consummation of the other transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of ; and (iii) evidence reasonably satisfactory to Inotek that Davi▇ ▇▇▇ deposited into an escrow account the sum of $257,000.00 pursuant to the terms of an Escrow Agreement of even date herewith by and among Davi▇▇▇▇▇; , Inotek and the Principal Stockholders (3) The certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoast"Escrow Agreement").

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Suncoast Firetainment shall deliver the following documents to ▇▇▇▇▇▇▇Viabuilt: (1) A certificate signed by an authorized officer of Suncoast Firetainment stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Dateat Closing; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholders stockholder of Suncoast Firetainment authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Closing Date, by the secretary of SuncoastFiretainment; (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of ▇▇▇▇▇▇▇; andViabuilt. (b) ▇▇▇▇▇▇▇ Viabuilt shall deliver the following documents to SuncoastFiretainment: (1) A certificate signed by an authorized officer of ▇▇▇▇▇▇▇ Viabuilt stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Dateat Closing; (2) A copy of the resolutions duly adopted by the Board of Directors of ▇▇▇▇▇▇▇ Viabuilt authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Closing Date, by the secretary of ▇▇▇▇▇▇▇Viabuilt; (3) The certificates representing the CPNP Viabuilt Shares, endorsed registered in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoastname of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Suncoast shall deliver the following documents to ▇▇▇▇▇▇▇Quigley: (1▇) A certificate signed by an authorized officer of Suncoast stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholders of Suncoast authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of ▇▇▇▇▇▇▇Quigley; and (b) Qu▇▇▇▇▇ ▇hall deliver the fol▇▇▇▇▇▇ shall deliver the following documents to Suncoast: (1) A certificate signed by an authorized officer of ▇▇▇▇Quigley stating that each o▇ ▇▇▇ stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors of Quigley authorizing the ex▇▇▇▇▇▇▇ authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of ▇▇▇▇▇▇▇Quigley; (3▇) The certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoast.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Suncoast MOMED shall deliver the following documents to ▇▇▇▇▇▇▇MSMA: (1) A certificate signed by an authorized officer of Suncoast MOMED stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Dateat Closing; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholders of Suncoast MOMED authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Closing Date, by the secretary of SuncoastMOMED; (3) Certificates representing the Common Class A Shares and the Preferred Class C Shares registered in the name of MSMA; and (4) The Nomination Agreement duly executed by MOMED and the Voting Agreement duly executed by MOMED and Rich▇▇▇ ▇. ▇▇▇▇▇▇▇; and (b) , ▇.D., Krie▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ Leon▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇.D. (collectively referred to as the "Select Stockholders"); and (5) The opinion of MOMED's counsel substantially in the form of Exhibit D attached hereto. (b) MSMA shall deliver the following documents to SuncoastMOMED: (1) A certificate signed by an authorized officer of ▇▇▇▇▇▇▇ MSMA stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made as of the Effective Dateat Closing; (2) A copy of the resolutions duly adopted by the Board Executive Committee of Directors of ▇▇▇▇▇▇▇ MSMA authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Closing Date, by the secretary of ▇▇▇▇▇▇▇MSMA; (3) The certificates representing the CPNP MSMA Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP MSMA Shares to SuncoastMOMED for retirement, together with a duly executed letter indicated MSMA's intent to have the surrendered shares canceled (substantially in the form of Exhibit C attached hereto); and (4) The Nomination Agreement and the Voting Agreement, each duly executed by MSMA.

Actions at Closing. (a) At the Closing, the following deliveries Alliance shall be made, each deliver to be deemed concurrent with all othersHorizon: (ai) Suncoast shall deliver certified copies of the following documents to ▇▇▇▇▇▇▇:Articles of Incorporation and Bylaws of Alliance and the Articles of Incorporation and the Bylaws of Alliance Bank, as amended; and (1ii) A a certificate or certificates signed by an authorized officer the Chief Executive Officer of Suncoast stating Alliance stating, to the best of his knowledge and belief, after due inquiry, that (A) each of the representations and warranties contained in Article Two 2 hereof is true and correct in all material respects at the time of Closing Effective Time with the same force and effect as if such representations and warranties had been made as of at the Effective DateTime, and (B) Alliance has performed and complied in all material respects, unless waived by Horizon, with all of its obligations and agreements required to be performed hereunder prior to the Effective Time; (2iii) A copy certified copies of the resolutions duly adopted by the of Alliance's Board of Directors and stockholders of Suncoast shareholders, approving and authorizing the execution of this Agreement, the Merger Agreement, and delivery authorizing the consummation of the Mergers; AGREEMENT OF MERGER AND PLAN OF REORGANIZATION PAGE 36 (iv) certified copies of the resolutions of Alliance Bank's Board of Directors and shareholder, approving and authorizing the execution of this Agreement and authorizing the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of SuncoastBank Merger; (3v) the legal opinion of Alliance's legal counsel in the form attached hereto as Exhibit 6.1(i); (vi) a Certificate of the Michigan Department of Commerce, dated a recent date, stating that Alliance is validly existing and in good standing; (vii) Certificates representing of the Common Shares MOFIS, the Michigan Department of Commerce and the Preferred Shares registered in FDIC, dated recent dates, relating to the name valid existence and the FDIC insurance of ▇▇▇▇▇▇▇deposits of Alliance Bank; and (viii) Articles of Merger executed by the proper parties thereto reflecting the terms and provisions of this Agreement and including as an exhibit thereto the Agreement of Merger attached hereto as Appendix A in proper form for filing with the Secretary of State of the State of Indiana and the Michigan Department of Commerce in order to cause the Holding Company Merger to become effective pursuant to the IBCL and the MBCA. (b) ▇▇▇▇▇▇▇ At the Closing, Horizon shall deliver the following documents to SuncoastAlliance: (1i) A certificate a Certificate signed by an authorized officer the Chief Executive Officer of ▇▇▇▇▇▇▇ stating Horizon stating, to the best of his knowledge and belief, after due inquiry, that (A) each of the representations and warranties contained in Article Three 3 is true and correct in all material respects at the time of Closing Effective Time with the same force and effect as if such representations and warranties had been made as of at the Effective DateTime and (B) Horizon has performed and complied in all material respects, unless waived by Alliance, with all of its obligations and agreements required to be performed hereunder prior to the Effective Time; (2ii) A copy certified copies of the resolutions duly adopted by the of Horizon's Board of Directors of ▇▇▇▇▇▇▇ authorizing the execution of this Agreement, the Merger Agreement, and delivery the consummation of the Mergers; (iii) certified copies of the resolutions of Horizon Bank's Board of Directors authorizing the execution of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as Bank Merger; (iv) the legal opinion of the Effective Date, by the secretary of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇;▇▇ LLP, counsel for Horizon, in the form attached hereto as Exhibit 6.2(g); and (3v) The certificates representing Articles of Merger executed by the CPNP Sharesproper parties thereto reflecting the terms and provisions of this Agreement and including as an exhibit thereto the Agreement of Merger attached hereto as Appendix A in proper form for filing with the Secretary of State of the State of Indiana and the Michigan Department of Commerce in order to cause the Holding Company Merger to become effective pursuant to the IBCL and the MBCA. (c) At and after the Closing, endorsed in blank the parties and their representatives shall execute and/or deliver to one another such other documents and instruments and take such actions as shall be necessary or accompanied by duly executed stock powers effectively transferring appropriate to consummate the CPNP Shares to Suncoast.Mergers. AGREEMENT OF MERGER AND PLAN OF REORGANIZATION PAGE 37

Actions at Closing. (a) At the Closing, Coast and the following deliveries Bank shall be made, each deliver to be deemed concurrent with all othersFirst Banks: (ai) Suncoast certified copies of the Articles of Incorporation and Bylaws of Coast and the Bank and each subsidiary of Coast or the Bank; (ii) certificates, dated as of the Closing, signed on their behalf by the chief executive officer of Coast and the Bank to the effect that (A) the representations and warranties contained in ARTICLE II, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect shall deliver be true and accurate in all respects, on and as of the following documents Closing Date with the same effect as though such representations and warranties had been made or given on or as of the Closing Date, except to the extent expressly made as of an earlier date and except wherein the failure of such representations or warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect on Coast, and (B) Coast and the Bank shall have performed and complied in all material respects with all of its obligations and agreements required to be performed and complied with prior to the Closing. (iii) copies of resolutions of the Boards of Directors of Coast and the Bank and of the shareholders of Coast certified by their respective corporate secretaries, establishing the requisite approvals under applicable corporate laws of this Agreement, the Merger and the other transactions contemplated hereby; (iv) documentation reasonably satisfactory to First Banks, issued by the Secretary of State of the State of Florida with respect to Coast and each of its subsidiaries, dated a recent date, stating that all fees due to the Office of the Secretary of the State of Florida have been paid and establishing that such corporations are in active status; and (v) a copy of the Fairness Opinion from The ▇▇▇▇▇▇▇▇ Group, Inc., as described in Section 4.14, along with a certificate from the chief executive officer of Coast indicating that the opinion has not been withdrawn or materially modified since the date it was issued; and (b) At the Closing, First Banks shall deliver to Coast: (1i) A certificate certificates signed by an authorized officer of Suncoast First Banks stating that (A) each of the representations and warranties contained in Article Two III is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made as at the Closing, and (B) all of the Effective Dateconditions set forth in Section 6.02 have been satisfied or waived as provided therein; (2ii) A copy copies of resolutions of the resolutions duly adopted by the Board Boards of Directors of First Banks and stockholders Newco and of Suncoast authorizing the execution and delivery shareholder of Newco certified by their respective corporate secretaries, establishing the requisite approvals under applicable corporate laws of this Agreement Agreement, the Merger and the consummation of the other transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of Suncoast; (3iii) Certificates representing documentation reasonably satisfactory to Coast, issued by the Common Shares Secretary of State of their jurisdiction of incorporation or organization, with respect to First Banks and the Preferred Shares registered in the name of ▇▇▇▇▇▇▇; and (b) ▇▇▇▇▇▇▇ shall deliver the following documents to Suncoast: (1) A certificate signed by an authorized officer of ▇▇▇▇▇▇▇ stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made Newco, dated as of a recent date, establishing that such corporations are in good standing or active status, as the Effective Datecase may be; (2iv) A copy of evidence that the resolutions duly adopted by Aggregate Merger Consideration (defined in Section 1.07) has been deposited with the Board of Directors of ▇▇▇▇▇▇▇ authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Effective Date, by the secretary of ▇▇▇▇▇▇▇; Paying Agent (3) The certificates representing the CPNP Shares, endorsed defined in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoast.Section 1.07); and