Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the CompanyCompany (the "Company Board"). Consummation of The Company Board has determined that this Agreement and the transactions contemplated by Section 1.12 hereby are in the best interests of the Company and its stockholders, has resolved to recommend that holders of Company Common Stock vote in favor of the adoption of this Agreement and has been duly and validly approved by the Board of Directors of directed that this Agreement be submitted to the Company’s Bank. Except 's stockholders for adoption, and the Merger be submitted to the Company's stockholders for approval, at a duly held meeting of such stockholders (the "Company Stockholders Meeting"), and, except for the adoption of this Agreement and the approval of the Company Shareholder Matters Merger at such meeting by the requisite affirmative vote of the Company's shareholders and execution holders of a majority of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementCompany Shares issued an outstanding and entitled to vote thereon ("Company Stockholder Approval"), no other corporate proceedings on the part of the Company or vote by the Company’s Bank holders of any class or series of Company Capital Stock are necessary to approve or adopt this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parentthe other parties hereto) this Agreement constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar Laws affecting creditors' the rights of creditors generally and remedies generallythe availability of equitable remedies). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) assuming that the Company Stockholder Approval is obtained, violate any provision of the certificate of incorporation Company Charter or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 3.4 are duly obtainedobtained and/or made, (xA) violate any Law order, injunction or Order decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an "Injunction") or any federal, state, local or foreign laws, statutes, ordinances, rules, regulations, judgments, orders, Injunctions, decrees, arbitration awards, agency requirements, licenses and permits of all Governmental Entities (each, a "Law" and collectively, "Laws") applicable to the Company or Company, any of its Subsidiaries, the Company Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its the Company Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its the Company Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to in the case of clause (ii) above), for such as violations, conflicts, breaches, defaults, terminations, rights of termination or cancellation, accelerations or Liens that would not, individually or in the aggregate will not aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company CBC has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals shareholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the CBC Board. The CBC Board has (i) determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Directors CBC and its shareholders, (ii) resolved to recommend that CBC’s shareholders approve the principal terms of the Company. Consummation of this Agreement, (iii) has directed that this Agreement and the transactions contemplated by Section 1.12 hereby be submitted to CBC’s shareholders for approval at a meeting of this Agreement such shareholders, and (iv) has been duly and validly approved by adopted resolutions to the Board of Directors of the Company’s Bankforegoing effect. Except for (x) the CBC Shareholder Approval and (y) the adoption and approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementby the CBC Bank Board and CBC as CBC Bank’s sole shareholder, no other corporate proceedings on the part of the Company or the Company’s Bank CBC are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company CBC and (assuming due authorization, execution and delivery by ParentSCB) this Agreement constitutes a valid and binding obligation of the CompanyCBC, enforceable against the Company CBC in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by subject to bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' ’ rights or to general equity principles (the “Bankruptcy and remedies generallyEquity Exception”). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, CBC nor the consummation by the Company CBC of the transactions contemplated hereby in accordance with hereby, including the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMerger, or nor compliance by the Company CBC with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company CBC Articles or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesCBC Bylaws, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 5.04 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company CBC or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company CBC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company CBC or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as conflicts, breaches or defaults which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyCBC.

Authority; No Violation. (a) The Company Each of Montage, New Holdco, Merger Sub 1 and Merger Sub 2 has full the requisite corporate power and authority to execute and deliver this Agreement andAgreement, subject to (i) approve and adopt the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Plans of Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement and the Plans of Merger and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved authorized by the Montage Board and the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s BankMerger Sub 1. Except for the approval Required Montage Vote, the calling of the Company Montage Shareholder Matters by Meeting, the requisite vote Merger Sub 2 Shareholder Approval, the filing of the Company's shareholders Montage Charter Amendment with the VSCC and execution the filing of the Bank Virginia Plan of Merger Agreement in accordance and the Articles of First Merger with Section 1.12 the VSCC and the filing of this Agreementthe Iowa Plan of Merger and Articles of Second Merger with the ISS, no other corporate proceedings on the part of Montage, New Holdco, Merger Sub 1 or Merger Sub 2 or vote, consent or approval of the Company shareholders of Montage, New Holdco, Merger Sub 1 or the Company’s Bank Merger Sub 2 are necessary to approve this Agreement and or the Plans of Merger or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by the Company each of Montage, New Holdco, Merger Sub 1 and Merger Sub 2 and (assuming due authorization, execution and delivery by ParentMarigold) this Agreement constitutes a the valid and binding obligation of the Companyeach of Montage, New Holdco, Merger Sub 1 and Merger Sub 2, enforceable against the Company each of Montage, New Holdco, Merger Sub 1 and Merger Sub 2 in accordance with its terms, terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar Laws affecting creditors' the rights of creditors generally and remedies generallythe availability of equitable remedies). On or prior to the date hereof, the Montage Board adopted resolutions (a) determining that this Agreement, the Montage Charter Amendment, the Plans of Merger and the transactions contemplated hereby and thereby, including the Mergers and the New Holdco Share Issuance are advisable, fair to, and in the best interests of, Montage and the Montage Shareholders, (b) adopting the Plans of Merger and the Montage Charter Amendment, (c) approving the New Holdco Share Issuance, and (d) subject to the terms and conditions of Section 6.11 of this Agreement, recommending that the holders of shares of Montage Voting Common Stock vote to approve the Montage Charter Amendment and the New Holdco Share Issuance. (b) Neither None of the execution and delivery of this Agreement by Agreement, the Company Plans of Merger or the execution and delivery any of the Bank Merger Agreement by the Company’s Bankother Transaction Documents, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofthereby, or nor compliance by the Company Montage, New Holdco, Merger Sub 1 or Merger Sub 2 with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will (i) violate (A) any provision of the certificate Montage Organizational Documents, (B) any provision of New Holdco’s articles of incorporation or by-laws bylaws, (C) any provision of the Company Merger Sub 1’s articles of incorporation or the certificate bylaws, or (D) any provision of incorporation, by-laws Merger Sub 2’s articles of incorporation or similar governing documents of any of its Subsidiariesbylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in clauses (i) through (iv) of Section 3.04 of this Agreement 4.5 are duly obtainedobtained and/or made, (xA) violate any Law or Order applicable to the Company Montage, New Holdco, Merger Sub 1 or Merger Sub 2 or any of its Subsidiaries, Montage’s other Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, require any consent under, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of change adversely any Lien upon any of the respective properties right or assets of the Company or any of its Subsidiaries under, obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contracts to which the Company Montage or any of its the Montage Subsidiaries is a party, or by which they or (C) result in the creation of any Lien (other than a Permitted Lien) upon any of their the respective properties or assets may be bound of Montage or affectedany of the Montage Subsidiaries, except, except with respect to clause (ii) aboveas would not be reasonably likely to have, such as either individually or in the aggregate will not have aggregate, a Material Adverse Effect on the CompanyMontage.

Authority; No Violation. (a) Except as disclosed on Company Disclosure Schedule 5.3(a) ---------------------------------- (collectively, the "Company Approvals"), no consents, approvals, authorizations, clearances or orders of, filings or registrations with or notices to (collectively "Authorizations") any third party or any Governmental Authority are necessary on behalf of the Company or any of the Shareholders in connection with (i) the execution and delivery by the Company and the Shareholders of this Agreement and the other Purchase Agreements, (ii) the consummation by the Company and the Shareholders of the transactions contemplated hereby and thereby and (iii) the performance of the Company's and the Shareholder's obligations under this Agreement and the Purchase Agreements. The Company has the full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger other Purchase Agreements and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement thereby in accordance with the terms hereof and thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the other Purchase Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors and Shareholders of the Company. Consummation Company in accordance with the Articles of Incorporation and Bylaws of the transactions contemplated by Section 1.12 of this Agreement has been duly Company and validly approved by the Board of Directors of the Company’s Bankwith applicable Laws (as defined below). Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementApprovals, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary for the Company and the Shareholders to approve execute and deliver this Agreement and the other Purchase Agreements to consummate which they are a party and for the transactions contemplated herebyCompany and the Shareholders to be bound by the terms hereof and thereof. This Agreement has and the other Purchase Agreements to which they are a party have been duly and validly executed and delivered by the Company and (assuming due authorization, execution the Shareholders and delivery by Parent) this Agreement constitutes a constitute the valid and binding obligation of the Company, Company and the Shareholders enforceable against the Company and the Shareholders in accordance with its and their terms, except as enforcement to the extent that the availability of the remedy of specific performance may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyequitable principles. (b) Neither the execution and delivery by the Company and the Shareholders of this Agreement by and the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bankother Purchase Agreements to which they are a party, nor the consummation by the Company and the Shareholders of the transactions contemplated hereby and thereby in accordance with the other terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms and thereof, or nor compliance by the Company and the Shareholders with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will will: (i) violate any provision of the certificate Company's Articles of incorporation Incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or Bylaws; (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement Company Approvals are duly obtained, (x) violate any Law United States federal, state or Order local or foreign statute, code, ordinance, rule, regulation, judgment, order, writ, ruling, decree or injunction of any Governmental Authority (collectively, "Laws") applicable to the Company Company, the Shareholders or any of its Subsidiaries, or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, mortgage, security interest, pledge, charge, other right of third parties or other encumbrance (collectively, "Liens") upon any of the respective properties or assets of the Company or any of its Subsidiaries under, the Shareholders under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries the Shareholders is a party, or by which they or any of their respective properties or assets may be bound or affected, affected except, with respect to (ii) and (iii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company, and which will not prevent or delay the consummation of the transactions contemplated hereby.

Authority; No Violation. (a) The Company South State has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of the CompanySouth State. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of South State has determined that the CompanyMerger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of South State and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to South State’s Bankshareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval of this Agreement by the affirmative vote of two-thirds of the votes entitled to be cast on this Agreement by the holders of South State Common Stock (the “South State Merger Vote”) and (ii) the approval of the Company Shareholder Matters South State Articles Amendment by the requisite affirmative vote of two-thirds of the Company's shareholders votes entitled to be cast on the South State Articles Amendment by the holders of South State Common Stock (the “South State Authorized Share Capital Vote” and, together with the South State Merger Vote, the “Requisite South State Vote”), and execution subject to the approval of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementby South State as South State Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of the Company or the Company’s Bank South State are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company South State and (assuming due authorization, execution and delivery by ParentCenterState) this Agreement constitutes a valid and binding obligation of the CompanySouth State, enforceable against the Company South State in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equity, whether applied South State Common Stock to be issued in a court the Merger have been validly authorized (subject to the receipt of law or a court of equitythe Requisite South State Vote), and by bankruptcywhen issued, insolvency will be validly issued, fully paid and nonassessable, and no current or past shareholder of South State will have any preemptive right or similar Laws affecting creditors' rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankSouth State, nor the consummation by the Company South State of the transactions contemplated hereby in accordance with (including the terms hereof or Merger and the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMerger), or nor compliance by the Company South State with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the South State Articles or the South State Bylaws or the articles or certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws bylaws (or similar governing documents organizational documents) of any of its Subsidiaries, South State Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.4 are duly obtained, (x) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company South State or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company South State or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company South State or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as conflicts, breaches or defaults that either individually or in the aggregate will would not reasonably be expected to have a Material Adverse Effect on the CompanySouth State.

Authority; No Violation. (a) The Company Each of Capital One and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval upon receipt of the Company’s shareholders Requisite Capital One Vote (as contemplated hereindefined below), to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Mergers) have been duly and validly approved by the Board of Directors of the CompanyCapital One and Merger Sub. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of Capital One has unanimously determined that the Companytransactions contemplated hereby (including the Mergers), on the terms and conditions set forth in this Agreement, are advisable and in the best interests of Capital One and its stockholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Mergers), and has directed that the issuance of shares of Capital One Common Stock in connection with the Merger (the “Capital One Share Issuance”) be submitted to Capital One’s Bankstockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Sub has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Merger Sub and its sole stockholder and has adopted a resolution to the foregoing effect. Capital One, as Merger Sub’s sole stockholder, has adopted and approved this Agreement and the transactions contemplated hereby by written consent. Except for (i) the approval of the Company Shareholder Matters Capital One Share Issuance by the requisite affirmative vote of a majority of the Company's shareholders votes cast by the holders of Capital One Common Stock at the Capital One Meeting (the “Requisite Capital One Vote”), (ii) the adoption and execution approval of the Bank Merger Agreement by Capital One as Capital One Bank’s sole stockholder, (iii) the adoption, approval and filing of Certificates of Designation with respect to the New Capital One Preferred Stock with the Delaware Secretary, and (iv) the adoption of resolutions to give effect to the provisions of Section 6.12 in accordance connection with Section 1.12 of this Agreementthe Closing, no other corporate proceedings on the part of the Company Capital One or the Company’s Bank Merger Sub are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company each of Capital One and Merger Sub and (assuming due authorization, execution and delivery by ParentDiscover) this Agreement constitutes a valid and binding obligation of the Companyeach of Capital One and Merger Sub, enforceable against the Company each of Capital One and Merger Sub in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equity, whether applied Capital One Common Stock and New Capital One Preferred Stock to be issued in a court the Mergers have been validly authorized (subject to the receipt of law or a court of equitythe Requisite Capital One Vote), and by bankruptcywhen issued, insolvency will be validly issued, fully paid and nonassessable, and no current or past stockholder of Capital One will have any preemptive right or similar Laws affecting creditors' rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement by the Company Capital One or the execution and delivery of the Bank Merger Agreement by the Company’s BankSub, nor the consummation by the Company Capital One or Merger Sub of the transactions contemplated hereby in accordance with (including the terms hereof or Mergers and the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMerger), or nor compliance by the Company Capital One or Merger Sub with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Capital One Charter or the certificate of incorporation, by-laws Capital One Bylaws or similar governing documents of any of its Subsidiaries, the Merger Sub Charter or the Merger Sub Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.4 are duly obtained, (x) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Capital One or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Capital One or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Capital One or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyCapital One.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals stockholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s Bankstockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite affirmative vote of the Company's shareholders holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”), and execution the adoption and approval of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementby the Company as its sole stockholder, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and similar Laws affecting creditors' rights and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with hereby, including the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMerger, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation Company Certificate or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clause (y) above) for such violations, such as conflicts, breaches or defaults which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company Innes Street and Citizens Bank each has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval a favorable vote of the Company’s Innes Street shareholders as contemplated hereinand receipt of all Regulatory Approvals, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement by Innes Street and Citizens Bank and the consummation completion by Innes Street and Citizens Bank of the transactions contemplated hereby hereby, up to and including the Merger, have been duly and validly approved by the Board Boards of Directors of Innes Street and Citizens Bank, and, except for approval of the Company. Consummation shareholders of Innes Street, no other corporate proceedings on the part of Innes Street or Citizens Bank are necessary to complete the transactions contemplated hereby, up to and including the Merger. This Agreement has been duly and validly executed and delivered by Section 1.12 of this Agreement Innes Street and Citizens Bank, and the Bank Merger has been duly and validly approved by the Board of Directors of Citizens Bank, and by Innes Street in its capacity as sole shareholder of Citizens Bank, and subject to approval by the Company’s Bank. Except for the approval shareholders of Innes Street and receipt of the Company Shareholder Matters by Regulatory Approvals, constitutes the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation obligations of the CompanyInnes Street and Citizens Bank, enforceable against the Company Innes Street and Citizens Bank in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by subject to applicable bankruptcy, insolvency and similar Laws laws affecting creditors' rights generally, and remedies generallyas to Citizens Bank, the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general principles of equity. (bA) Neither the The execution and delivery of this Agreement by Innes Street and Citizens Bank, (B) subject to receipt of all Regulatory Approvals, and the Company or compliance by Innes Street and ▇▇▇▇▇▇ Bancorp with any conditions contained therein, and subject to the execution and delivery receipt of the Bank Merger Agreement by the Company’s Bankapproval of shareholders of Innes Street, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or and (C) compliance by the Company Innes Street and Citizens Bank with any all of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will not (i) violate conflict with or result in a breach of any provision of the certificate articles of incorporation or by-laws bylaws of the Company Innes Street or the certificate charter and bylaws of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or Citizens Bank; (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Innes Street or any of its Subsidiaries, Citizens Bank or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Innes Street or any of its Subsidiaries under, Citizens Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which the Company Innes Street or any of its Subsidiaries Citizens Bank is a party, or by which they or any of their respective properties or assets may be bound or affected, exceptexcept for such violations, with respect to conflicts, breaches or defaults under clause (ii) aboveor (iii) hereof which, such as either individually or in the aggregate aggregate, will not have a Material Adverse Effect on the CompanyInnes Street and Citizens Bank taken as a whole.

Authority; No Violation. (a) The Company 5.3.1. SR Bancorp and Somerset Bank each has all full corporate power and authority to execute and deliver this Agreement andAgreement, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals perform its obligations hereunder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank each has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)Conversion. The execution and delivery of this Agreement by SR Bancorp and Somerset Bank and the consummation completion by SR Bancorp and Somerset Bank of the transactions contemplated hereby hereby, up to and including the Conversion, the Charter Conversion, the Merger and the Bank Merger, have been duly and validly approved by the Board Boards of Directors of SR Bancorp and Somerset Bank, respectively, and, except for approval of the Company. Consummation Conversion by the Depositors of Somerset Bank, no other corporate proceedings on the part of SR Bancorp or Somerset Bank are necessary to complete the transactions contemplated hereby, up to and including the Conversion, the Charter Conversion and the Merger. This Agreement has been duly and validly executed and delivered by Section 1.12 of this SR Bancorp and Somerset Bank, and the Bank Merger and Bank Merger Agreement has been duly and validly approved by the Board of Directors of the Company’s Somerset Bank. Except for the , and subject to approval of the Company Shareholder Matters Conversion by the requisite vote Depositors of Somerset Bank and receipt of the Company's shareholders and execution required approvals of Bank Regulators described in Section 8.4, constitutes the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation obligations of the CompanySR Bancorp and Somerset Bank, enforceable against the Company SR Bancorp and Somerset Bank in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallysubject to the Enforceability Exceptions. (bA) Neither the The execution and delivery of this Agreement by the Company or the execution SR Bancorp, and delivery Somerset Bank, (B) subject to receipt of the Bank Merger Agreement approvals and consents referred to in Sections 5.4 and 8.4, and compliance with any conditions contained therein, and subject to the receipt of the approval of the Conversion by the Company’s Depositors of Somerset Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or and (C) compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s SR Bancorp and Somerset Bank with any of the terms or provisions of Section 1.12 of this Agreement, hereof: will not (i) violate conflict with or result in a breach of any provision of the articles of incorporation or bylaws of SR Bancorp, the certificate of incorporation or by-laws and bylaws of the Company Somerset Bank, or the certificate of incorporation, by-laws or similar governing documents charter and bylaws of any of its Subsidiaries, or Somerset Bank Subsidiary or; (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company SR Bancorp, Somerset Bank or any of its Subsidiaries, Somerset Bank Subsidiary or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company SR Bancorp, Somerset Bank or any of its Subsidiaries under, Somerset Bank Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which the Company or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be bound or affected, exceptexcept for such violations, with respect to conflicts, breaches or defaults under clause (ii) aboveor (iii) hereof which, such as either individually or in the aggregate aggregate, will not have a Material Adverse Effect on the CompanySR Bancorp or Somerset Bank taken as a whole.

Authority; No Violation. (a) The Company Each of M&T and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly adopted and approved by the Board of Directors of the CompanyM&T and Merger Sub. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of M&T has determined that the CompanyMerger, on the terms and conditions set forth in this Agreement, is in the best interests of M&T and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to M&T’s Bankshareholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Sub has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Merger Sub and its sole shareholder and has adopted a resolution to the foregoing effect. M&T, as Merger Sub’s sole shareholder, has approved this Agreement and the transactions contemplated hereby at a duly held meeting or by unanimous written consent. Except for the approval of the Company Shareholder Matters issuance of M&T Common Stock pursuant to this Agreement by the requisite affirmative vote of the Company's shareholders and execution holders of a majority of the Bank Merger Agreement outstanding M&T Common Stock present in accordance with Section 1.12 of this Agreementperson or represented by proxy at the M&T Shareholders Meeting (the “M&T Shareholder Approval”), no other corporate proceedings on the part of the Company M&T or the Company’s Bank Merger Sub are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company each of M&T and Merger Sub and (assuming due authorization, execution and delivery by Parent▇▇▇▇▇▇) this Agreement constitutes a the valid and binding obligation of the Companyeach of M&T and Merger Sub, enforceable against the Company M&T and Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, terms (subject to the Bankruptcy and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement by the Company M&T or the execution and delivery of the Bank Merger Agreement by the Company’s BankSub, nor the consummation by the Company M&T or Merger Sub of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company M&T or Merger Sub with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company M&T Articles or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesM&T Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 4.4 are duly obtainedobtained and/or made, (xA) violate any Law other law, judgment, order, injunction or Order decree applicable to the Company or M&T, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company M&T or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company M&T or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected, except, with respect to clause (ii) above), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as would not reasonably be likely, individually or in the aggregate will not aggregate, to have a Material Adverse Effect on the Company.M&T.

Authority; No Violation. (a) The Company Parent has full corporate power and authority to execute and deliver this Agreement and, subject to the Parties’ obtaining (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (Bii) obtaining the other approvals listed in Section 3.04 4.4 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinAgreement, to consummate the transactions contemplated hereby, hereby and the CompanyParent’s Bank Subsidiary has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to (x) the Parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and the Bank Merger and (ii) the other approvals listed in Section 4.4 of this Agreement, to consummate the transactions contemplated by Section 1.12 of this the Bank Merger Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the CompanyParent’s Board of Directors has (1i) determined that this Agreement and the Merger are fair to and in the best interests of the Company Parent and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, advisable and (2ii) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent. The execution and delivery of the Company. Consummation Bank Merger Agreement and the consummation of the transactions contemplated by Section 1.12 of this Agreement has thereby have been duly and validly approved by the Board of Directors of the CompanyParent’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no No other corporate proceedings on the part of the Company Parent or the CompanyParent’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and (assuming due authorization, execution and delivery by Parentthe Company) this Agreement constitutes a valid and binding obligation of the CompanyParent, enforceable against the Company Parent in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company Parent or the execution and delivery of the Bank Merger Agreement by the CompanyParent’s Bank, nor the consummation by the Company Parent of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the CompanyParent’s Bank of the transactions contemplated by Section 1.12 of this the Bank Merger Agreement in accordance with the terms thereof, or compliance by the Company Parent with any of the terms or provisions hereof or compliance by the CompanyParent’s Bank with any of the terms or provisions of Section 1.12 of this the Bank Merger Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Parent or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 4.4 of this Agreement are duly obtainedobtained and except as set forth in Section 4.3(b) of the Parent Disclosure Schedule, (x) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyParent.

Authority; No Violation. (a) Except as disclosed on Purchaser Disclosure Schedule 7.3(a) ------------------------------------ (collectively, "Purchaser Approvals"), no Authorizations are necessary on behalf of the Purchaser in connection with (i) the execution and delivery by the Purchaser of this Agreement and the other Purchase Agreements, (ii) the consummation by the Purchaser of the transactions contemplated hereby and thereby and (iii) the performance of the Purchaser's obligations under this Agreement and the other Purchase Agreements. The Company Purchaser has the full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger other Purchase Agreements to which it is a party and (B) obtaining the consummation by the Purchaser of the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement thereby in accordance with the terms hereof and thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the other Purchase Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors and the sole shareholder of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement Purchaser in accordance with Section 1.12 the Articles of this Agreement, no Incorporation and Bylaws of the Purchaser and applicable Laws. No other corporate proceedings on the part of the Company or the Company’s Bank Purchaser are necessary to approve this Agreement and to consummate the transactions contemplated herebyso contemplated. This Agreement has and the other Purchase Agreements have been duly and validly executed and delivered by the Company Purchaser and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a constitute the valid and binding obligation of the Company, Purchaser enforceable against the Company Purchaser in accordance with its terms, except as enforcement to the extent that the availability of the remedy of specific performance may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyequitable principles. (b) Neither the execution and delivery of this Agreement and the other Purchase Agreements to which it is a Party by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankPurchaser, nor the consummation by the Company Purchaser of the transactions contemplated hereby and thereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms and thereof, or nor compliance by the Company Purchaser with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementand thereof, will (i) violate any provision of the certificate Purchaser's Articles of incorporation Incorporation or by-laws of the Company or the certificate of incorporationBylaws, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order Laws applicable to the Company Purchaser or any of its Subsidiaries, or any of their respective properties or assets, or (yiii) except where a waiver or consent had been obtained or will be obtained prior to Closing, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, Purchaser under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Purchaser is a party, or by which they it or any of their respective its properties or assets may be bound or affected, affected except, with respect to (ii) and (iii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyPurchaser, and which will not prevent or delay the consummation of the transactions contemplated hereby.

Authority; No Violation. (a) The Company Parent has full corporate power and authority to execute and deliver this Agreement and, and subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 4.04 of this Agreement and Agreement, (ii) the CompanyParent’s obtaining the approval of the CompanyParent’s shareholders as contemplated herein, herein and to consummate the transactions contemplated hereby, and the CompanyParent’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the CompanyParent’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company Parent and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the authorization to issue the shares of Parent Common Stock issuable pursuant to the Merger and certain related matters (the “Company Parent Shareholder Matters”) be submitted to the CompanyParent's shareholders for approval at the Company Shareholders’ Parent Shareholders Meeting and (4) resolved to recommend that the CompanyParent’s shareholders approve approve, at the Parent Shareholders Meeting, this Agreement, the Merger, and the authorization to issue the shares of Parent Common Stock issuable pursuant to the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Parent Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the CompanyParent. Consummation The consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the CompanyParent’s Bank. Except for the approval of the Company Parent Shareholder Matters by the requisite vote of the Company's shareholders Parent’s shareholders, and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company Parent or the CompanyParent’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company ▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by Parentthe Company) this Agreement constitutes a valid and binding obligation of the CompanyParent, enforceable against the Company Parent in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company Parent or the execution and delivery of the Bank Merger Agreement by the CompanyParent’s Bank, nor the consummation by the Company Parent of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the CompanyParent’s Bank of the transactions contemplated by the Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company Parent with any of the terms or provisions hereof or compliance by the CompanyParent’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Parent or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 4.04 of this Agreement are duly obtainedobtained and except as set forth in Section 4.03(b) of the Parent Disclosure Schedule, (x) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyParent.

Authority; No Violation. (a) The Company Each of Purchaser and Sub has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously adopted and approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly Purchaser, and validly approved by the Board of Directors of Purchaser has determined that the CompanyMerger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Purchaser and its shareholders, and has directed that this Agreement and the transactions contemplated hereby be submitted to Purchaser’s Bankshareholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the Company Shareholder Matters transactions contemplated hereby with respect to the issuance of Purchaser Common Stock in connection with the Merger pursuant to NASDAQ Listing Rule 5635 by the requisite affirmative vote of the Company's shareholders and execution a majority of the Bank Merger Agreement total votes cast in accordance with Section 1.12 of this Agreementfavor thereof (the “Purchaser Shareholder Approval”), no other corporate proceedings on the part of the Company or the Company’s Bank Purchaser are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Purchaser and (assuming due authorization, execution and delivery by ParentCompany) this Agreement constitutes a the valid and binding obligation of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, terms (subject to the Bankruptcy and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankAgreement, nor the consummation by the Company Purchaser and Sub, as applicable, of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate articles of incorporation or by-laws bylaws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesPurchaser, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 4.4 are duly obtainedobtained and/or made, (xA) violate any Law or Order applicable to the Company or Purchaser, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which the Company Purchaser or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected, except, with respect to clause (ii) above), for any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as would not reasonably be expected, individually or in the aggregate will not aggregate, to have a Material Adverse Effect on the CompanyPurchaser.

Authority; No Violation. (a) The Company Parent has full corporate power and authority to execute and deliver this Agreement and, and subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 4.04 of this Agreement and Agreement, (ii) the CompanyParent’s obtaining the approval of the CompanyParent’s shareholders as contemplated herein, herein and to consummate the transactions contemplated hereby, and the CompanyParent’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the CompanyParent’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company Parent and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the authorization to issue the shares of Parent Common Stock issuable pursuant to the Merger and certain related matters (the “Company Parent Shareholder Matters”) be submitted to the CompanyParent's shareholders for approval at the Company Shareholders’ Parent Shareholders Meeting and (4) resolved to recommend that the CompanyParent’s shareholders approve approve, at the Parent Shareholders Meeting, this Agreement, the Merger, and the authorization to issue the shares of Parent Common Stock issuable pursuant to the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Parent Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the CompanyParent. Consummation The consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the CompanyParent’s Bank. Except for the approval of the Company Parent Shareholder Matters by the requisite vote of the Company's shareholders Parent’s shareholders, and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company Parent or the CompanyParent’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company P▇▇▇▇▇ and (assuming due authorization, execution and delivery by Parentthe Company) this Agreement constitutes a valid and binding obligation of the CompanyParent, enforceable against the Company Parent in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company Parent or the execution and delivery of the Bank Merger Agreement by the CompanyParent’s Bank, nor the consummation by the Company Parent of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the CompanyParent’s Bank of the transactions contemplated by the Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company Parent with any of the terms or provisions hereof or compliance by the CompanyParent’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Parent or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 4.04 of this Agreement are duly obtainedobtained and except as set forth in Section 4.03(b) of the Parent Disclosure Schedule, (x) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyParent.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 adoption of this Agreement and (ii) by the Company’s obtaining the approval affirmative vote of the Company’s shareholders holders of a majority of the outstanding shares of Company Class A Common Stock and Company Class B Common Stock, voting together as contemplated hereinone class, by written consent of the stockholders of the Company in lieu of a meeting or at a meeting (collectively, the “Requisite Company Vote”), to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Company Board. The Company Board of Directors of the Company. Consummation of has approved and declared advisable this Agreement and the transactions contemplated by Section 1.12 of hereby, including the Merger, and determined that this Agreement and the transactions contemplated hereby, including the Merger, on the terms and conditions set forth in this Agreement, are in the best interests of the Company and its stockholders and has been duly directed that this Agreement and validly approved by the Board of Directors of transactions contemplated hereby be submitted to the Company’s Bankstockholders for adoption and has adopted a resolution making a recommendation to the foregoing effect. Except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementRequisite Company Vote, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and or to consummate the Merger. As of the date hereof, the Stockholder holds 364,441,146 shares of the Company Class B Common Stock, which represent a majority of the outstanding shares of Company Class A Common Stock and Company Class B Common Stock, voting together as one class. The Company Board has approved, for purposes of Article X of the Company Charter, Parent becoming an “interested stockholder” within the meaning of such Article X by virtue of the execution, delivery and performance of the Voting and Support Agreement, such that, as of the date of this Agreement and at and as of the Effective Time, Article X of the Company Charter (including any successor thereto) will not be applicable to Parent or any “business combination” within the meaning of Article X of the Company Charter that may take place in connection with the transactions contemplated herebyby this Agreement and the Voting and Support Agreement, including the Merger. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parenteach of Parent and Merger Sub) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyequity (the “Enforceability Exceptions”)). (b) Neither Subject to the receipt of the Requisite Company Vote, neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation Company Charter or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesBylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 3.4 are duly obtainedobtained and/or made, (xA) violate any Law or Order applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (in the case of clause (ii) above) for such violations, such as conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate will aggregate, would not reasonably be likely to (1) have a Material Adverse Effect on the CompanyCompany or (2) prevent or materially impair the ability of the Company to consummate the Merger and the transactions contemplated by this Agreement.

Authority; No Violation. (a) The Company Partners has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals shareholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Mergers) have been duly and validly approved by the Board of Directors of the CompanyPartners. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of Partners has (i) determined that the Company’s Banktransactions contemplated hereby, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of Partners and its shareholders, (ii) adopted, approved and declared advisable this Agreement and the transactions contemplated hereby (including the Merger), (iii) has directed that this Agreement and the transactions contemplated hereby be submitted to Partners’ shareholders for approval at a duly called and convened meeting of such shareholders, (iv) has recommended that the shareholders of Partners approve this Agreement and the transactions contemplated hereby and (v) has approved resolutions to the foregoing effect. Except for (i) the approval of the Company Shareholder Matters this Agreement by the requisite affirmative vote of the Company's shareholders and holders of at least two-thirds of all of the votes entitled to be cast at the Partners Meeting by the holders of shares entitled to vote thereon (the “Requisite Partners Vote”), (ii) the authorization of the execution of the Bank Merger Agreement in accordance with Section 1.12 Agreements by the Boards of Directors of TBOD and VPB, as applicable, and the approval of the Bank Merger Agreements by Partners as the sole shareholder of TBOD and VPB and (iii) if applicable, an advisory (non-binding) vote on the compensation that may be paid or become payable to Partners’ named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank Partners are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Partners and (assuming due authorization, execution and delivery by ParentLINK) this Agreement constitutes a valid and binding obligation of the CompanyPartners, enforceable against the Company Partners in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and similar Laws affecting creditors' rights and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, Partners nor the consummation by the Company Partners of the transactions contemplated hereby in accordance with (including the terms hereof or Merger and the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMergers), or nor compliance by the Company Partners with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Partners Certificate or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Partners Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Partners or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Partners Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Partners or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Partners or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as conflicts, breaches or defaults which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on Partners. (c) The Board of Directors of TBOD has approved the CompanyTBOD Bank Merger Agreement. Partners, as the sole shareholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by LINKBANK) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. Partners, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by LINKBANK) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) The Company CIT has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 receipt of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinCIT's shareholders, to consummate the transactions contemplated hereby, hereby and by the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 Plan of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)Arrangement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and by the Plan of Arrangement, and the execution of the DKB Voting Agreement by CIT, have been duly and validly approved by the Board of Directors of CIT. The Board of Directors of CIT has directed that the CompanyCIT Shareholder Matters (as defined in Section 7.3) be submitted to CIT's shareholders for approval at a meeting of such shareholders and, except for the approval of the CIT Shareholder Matters by the requisite vote of CIT's shareholders, no other corporate proceedings on the part of CIT are necessary to approve this Agreement and the Plan of Arrangement and to consummate the transactions contemplated hereby and thereby. Consummation This Agreement and the Plan of Arrangement have been (and in the case of the Arrangement Documents, will be) duly and validly executed and delivered by CIT and (assuming due authorization, execution and delivery by Newcourt) each of this Agreement and the Plan of Arrangement constitutes a valid and binding obligation of CIT, enforceable against CIT in accordance with its terms, except as may be limited by the Bankruptcy Exception. Upon their formation, each of Newco and Exchangeco will have full corporate power and authority to execute and deliver the Support Agreement and the Voting and Exchange Trust Agreement (the "Arrangement Documents") and to consummate the transactions contemplated thereby. The execution and delivery of the Arrangement Documents and the consummation of the transactions contemplated by Section 1.12 of this Agreement has been thereby will be duly and validly approved by the Board of Directors of each of CIT, Newco and Exchangeco. Upon the Company’s Bank. Except for the due and valid approval of the Company Shareholder Matters Arrangement Documents by the requisite vote Board of the Company's shareholders Directors of each of CIT, Newco and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementExchangeco, no other corporate proceedings on the part of the Company CIT, Newco or the Company’s Bank Exchangeco are necessary to approve this Agreement the Arrangement Documents and to consummate the transactions contemplated herebythereby. This Agreement has been The Arrangement Documents will be duly and validly executed and delivered by the Company each of CIT, Newco and Exchangeco and (assuming due authorization, execution and delivery by ParentNewcourt) this Agreement constitutes each of the Arrangement Documents will constitute a valid and binding obligation of the Companyeach of CIT, Newco and Exchangeco, enforceable against the Company each of CIT, Newco and Exchangeco in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallythe Bankruptcy Exception. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s Bank. Except 's stockholders for approval at a meeting of such stockholders and, except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementstockholders, no other corporate proceedings (except for regulatory approvals) on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentBuyer) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, equity whether applied in a court of law or a court of equity, equity and by bankruptcy, insolvency and similar Laws laws affecting creditors' rights and remedies generally. (b) Neither The Company Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of the Company Bank. Upon the due and valid approval of the Bank Merger Agreement by the Company as the sole stockholder of the Company Bank and by the Board of Directors of the Company Bank, no other corporate proceedings on the part of the Company Bank will be necessary to consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery by the Company Bank, will be duly and validly executed and delivered by the Company Bank and will (assuming due authorization, execution and delivery by First Savings Bank) constitute a valid and binding obligation of the Company Bank, enforceable against the Company Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 3.3(c) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Company Bank, nor the consummation by the Company or the Company Bank, as the case may be, of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofthereby, or nor compliance by the Company or the Company Bank, as the case may be, with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will (i) violate any provision of the certificate Certificate of incorporation Incorporation or byBy-laws Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 hereof are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to except (iiin the case of clause (y) above) for such violations, such as conflicts, breaches or defaults which, either individually or in the aggregate will aggregate, would not have or be reasonably likely to have a Material Adverse Effect on the Company.

Authority; No Violation. (ai) The Company Peoples has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals shareholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Parent Merger and the Subsidiary Mergers have been duly and validly approved by the Board of Directors of the CompanyPeoples. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors Peoples has determined that the Parent Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Peoples and its shareholders and has adopted a resolution to the Company’s Bankforegoing effect. Except for the approval of this Agreement, and the Company Shareholder Matters transactions contemplated herein, including but not limited to the authorization of such additional Peoples Common Shares as are necessary to consummate the transactions contemplated hereby, by the requisite affirmative vote of the Company's shareholders holders of a majority of the outstanding shares of Peoples Common Shares (the “Requisite Peoples Vote”), and execution the adoption and approval of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementAgreements by Peoples, as Peoples Bank sole shareholder, no other corporate proceedings on the part of the Company or the Company’s Bank Peoples are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Peoples and (assuming due authorization, execution and delivery by ParentPeoples) this Agreement constitutes a valid and binding obligation of the CompanyPeoples, enforceable against the Company Peoples in accordance with its terms, terms (except in all cases as enforcement enforceability may be limited by general principles of equitybankruptcy, whether applied insolvency, moratorium, reorganization). The Peoples Common Shares to be issued in a court of law or a court of equitythe Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and by bankruptcy, insolvency and no current or past shareholder of Peoples will have any preemptive right or similar Laws affecting creditors' rights and remedies generallyin respect thereof. (bii) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankPeoples, nor the consummation by the Company Peoples of the transactions contemplated hereby in accordance with hereby, including the terms hereof or Merger and the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofSubsidiary Mergers, or nor compliance by the Company Peoples with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (iA) violate any provision of the certificate of incorporation or by-laws of the Company Peoples Articles or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesPeoples Regulations, or (iiB) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 5.02(e) are duly obtained, (x1) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or Peoples, any of its Subsidiaries, the Peoples Subsidiaries or any of their respective properties or assets, assets or (y2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Peoples or any of its the Peoples Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Peoples or any of its the Peoples Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clause (2) above) for such violations, such as conflicts, breaches or defaults which would not, either individually or in the aggregate will not aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyPeoples.

Authority; No Violation. (a) Except as disclosed on Transferor Disclosure Schedule 5.2(a) ------------------------------------- (collectively, the "Transferor Approvals"), no consents, approvals, authorizations, clearances or orders of, filings or registrations with or notices to any third party or any Governmental Authority (collectively "Authorizations") are necessary on behalf of the Transferor in connection with (i) the execution and delivery by the Transferor of this Agreement and the other Contribution Agreements to which it is a party, (ii) the consummation by the Transferor of the transactions contemplated hereby and thereby and (iii) the performance of the Transferor's obligations under this Agreement and the other Contribution Agreements. The Company Transferor has the full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger other Contribution Agreements to which it is a party and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement thereby in accordance with the terms hereof and thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the other Contribution Agreements to which the Transferor is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Company. Consummation Transferor in accordance with the Articles of Association and Bylaws of the transactions contemplated by Section 1.12 of this Agreement has been duly Transferor and validly approved by the Board of Directors of the Company’s Bankwith applicable Laws (as defined below). Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementTransferor Approvals, no other corporate proceedings on the part of the Company or the Company’s Bank Transferor are necessary for the Transferor to approve execute and deliver this Agreement and the other Contribution Agreements to consummate which it is a party and for the transactions contemplated herebyTransferor to be bound by the terms hereof and thereof. This Agreement has and the other Contribution Agreements to which the Transferor is a party have been duly and validly executed and delivered by the Company Transferor and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a constitute the valid and binding obligation of the Company, Transferor enforceable against the Company Transferor in accordance with its and their terms, subject to receipt of the Transferor Approvals and except as enforcement to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the rights of creditors, generally, and (ii) general principles of equityequity (collectively, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallythe "Enforceability Exceptions"). (b) Neither the execution and delivery by the Transferor of this Agreement by and the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bankother Contribution Agreements to which it is a party, nor the consummation by the Company Transferor of the transactions contemplated hereby and thereby in accordance with the other terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms and thereof, or nor compliance by the Company Transferor with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will will: (i) violate any provision of the certificate Transferor's Articles of incorporation Association or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or Bylaws; (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement Transferor Approvals are duly obtained, (x) violate any Law United States federal, state or Order local or foreign statute, code, ordinance, rule, regulation, judgment, order, writ, ruling, decree or injunction of any Governmental Authority (collectively, "Laws") applicable to the Company Transferor or any of its Subsidiaries, or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, mortgage, security interest, pledge, charge, other right of third parties or other encumbrance (collectively, "Liens") upon any of the respective properties or assets of the Company or any of its Subsidiaries under, Transferred Assets under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Transferor is a party, or by which they it or any of their respective properties or assets the Transferred Assets may be bound or affected, affected except, with respect to clauses (ii) and (iii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyDivision or the Transferred Assets, and which will not prevent or materially delay the consummation of the transactions contemplated hereby.

Authority; No Violation. (a) The Company has ▇▇▇▇▇▇ MHC, ▇▇▇▇▇▇ Bancorp, ▇▇▇▇▇▇ Federal and ▇▇▇▇▇▇ Merger Subsidiary have full corporate power and authority to execute and deliver this Agreement andand ▇▇▇▇▇▇ Bancorp, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals ▇▇▇▇▇▇ Federal and making all bank regulatory notifications required to effectuate the ▇▇▇▇▇▇ Merger Subsidiary have full corporate power and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, authority to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement by ▇▇▇▇▇▇ Bancorp, ▇▇▇▇▇▇ Federal and ▇▇▇▇▇▇ Merger Subsidiary and the consummation completion by ▇▇▇▇▇▇ Bancorp, ▇▇▇▇▇▇ Federal and ▇▇▇▇▇▇ Merger Subsidiary of the transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly ▇▇▇▇▇▇ MHC, ▇▇▇▇▇▇ Bancorp, ▇▇▇▇▇▇ Federal and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders ▇▇▇▇▇▇ Merger Subsidiary and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company ▇▇▇▇▇▇ Bancorp, ▇▇▇▇▇▇ Federal or the Company’s Bank ▇▇▇▇▇▇ Merger Subsidiary are necessary to approve this Agreement and to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇ Bancorp, ▇▇▇▇▇▇ Federal and ▇▇▇▇▇▇ Merger Subsidiary and, subject to receipt of the Company and (assuming due authorizationRegulatory Approvals, execution and delivery by Parent) this Agreement constitutes a the valid and binding obligation of the Company▇▇▇▇▇▇ Bancorp, ▇▇▇▇▇▇ Federal and ▇▇▇▇▇▇ Merger Subsidiary, enforceable against the Company ▇▇▇▇▇▇ Bancorp, ▇▇▇▇▇▇ Federal and ▇▇▇▇▇▇ Merger Subsidiary in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by subject to applicable bankruptcy, insolvency and similar Laws laws affecting creditors' rights and remedies generally. (bA) Neither the The execution and delivery of this Agreement by ▇▇▇▇▇▇ Bancorp, ▇▇▇▇▇▇ Federal and ▇▇▇▇▇▇ Merger Subsidiary, (B) subject to receipt of approvals from the Company or the execution Regulatory Authorities referred to in Section 4.03 hereof and delivery of the Bank Innes Street's and ▇▇▇▇▇▇ Bancorp's and ▇▇▇▇▇▇ Merger Agreement by the Company’s BankSubsidiary's compliance with any conditions contained therein, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or and (C) compliance by the Company ▇▇▇▇▇▇ Bancorp, ▇▇▇▇▇▇ Federal and ▇▇▇▇▇▇ Merger Subsidiary with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will not (i) violate conflict with or result in a breach of any provision of the charter or bylaws of ▇▇▇▇▇▇ Bancorp or ▇▇▇▇▇▇ Federal, or the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents bylaws of any of its Subsidiaries, or ▇▇▇▇▇▇ Bancorp Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company ▇▇▇▇▇▇ Bancorp or any of its Subsidiaries, ▇▇▇▇▇▇ Bancorp Subsidiary or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company ▇▇▇▇▇▇ Bancorp, ▇▇▇▇▇▇ Merger Subsidiary or any of its Subsidiaries ▇▇▇▇▇▇ Federal under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which the Company ▇▇▇▇▇▇ Bancorp, ▇▇▇▇▇▇ Merger Subsidiary or any of its Subsidiaries ▇▇▇▇▇▇ Federal is a party, or by which they or any of their respective properties or assets may be bound or affected, exceptexcept for such violations, with respect to conflicts, breaches or defaults under clause (ii) aboveor (iii) hereof which, such as either individually or in the aggregate aggregate, will not have a Material Adverse Effect on the Company▇▇▇▇▇▇ Bancorp.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (Bii) obtaining the other approvals listed in Section 3.04 of this Agreement 3.4 and (iiy) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s Bank. Except shareholders for approval at a meeting of such shareholders and, except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement’s shareholders, no other corporate proceedings on the part of the Company or the Company’s Company Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement has and the Warrant have been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement, the Warrant Agreement constitutes a and the Warrant constitute valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws laws affecting creditors' ’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement, the Warrant Agreement by the Company or the execution and delivery of the Bank Merger Agreement Warrant by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate Certificate of incorporation Incorporation or byBy-laws Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 hereof are duly obtainedobtained and, except as set forth in Section 3.3(b) of the Company Disclosure Schedule, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company Each of SIC and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval receipt of the Company’s shareholders as contemplated hereinSIC Stockholder Approval, to consummate the transactions contemplated hereby; provided, and that in the Company’s Bank has full corporate power and authority to execute and deliver the Bank case of Merger Agreement andSub, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests consummation of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby is subject to be advisable, the approval and adoption of this Agreement by the sole stockholder of Merger Sub (2) approved which will occur via written consent in lieu of a meeting promptly following the execution and delivery of this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors SIC Board, acting upon recommendation of the CompanySIC Special Committee, and the Merger Sub Board. Consummation of The Merger Sub Board has (i) determined that this Agreement and the transactions contemplated by Section 1.12 hereby, including the Merger, are advisable and fair to, and in the best interests of, Merger Sub and SIC, as the sole stockholder of Merger Sub, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to SIC, as the sole stockholder of Merger Sub, for its adoption, and (iv) recommended that SIC, as the sole stockholder of Merger Sub, approve the adoption of this Agreement has been duly and validly approved by Agreement. The SIC Board, acting upon the Board of Directors recommendation of the CompanySIC Special Committee, has unanimously determined that the Merger, this Agreement, the issuance of the Merger Shares and the other transactions contemplated by this Agreement are advisable and in the best interests of SIC and its stockholders, has approved the SIC Matters and has directed that the SIC Matters be submitted to the SIC’s Bankstockholders for approval and adoption at a duly held meeting of such stockholders, together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “SIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for the approval and adoption of the Company Shareholder SIC Matters at the SIC Stockholder Meeting (i) with respect to the Merger, the Amended and Restated Charter, and any other matters required to be approved or adopted by the requisite stockholders of SIC in order to effect the Merger, the related issuance of the Merger Shares, and the other transactions contemplated by this Agreement (other than the Charter Amendment), by the affirmative vote of the Company's shareholders and execution holders of a majority of the Bank outstanding shares of SIC Common Stock and (ii) with respect to the Charter Amendment by the affirmative vote of the holders of at least two-thirds (⅔) of the outstanding shares of SIC Common Stock (collectively, the foregoing (i) and (ii), the “SIC Stockholder Approval”), and the approval by SIC, in its capacity as the sole stockholder of Merger Agreement Sub (which will occur via written consent in accordance with Section 1.12 lieu of a meeting promptly following the execution and delivery of this Agreement), no other corporate proceedings on the part of the Company SIC or the Company’s Bank Merger Sub are necessary to approve the Merger, this Agreement and to consummate Agreement, the issuance of the Merger Shares or the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company SIC and Merger Sub (assuming due authorization, execution and delivery by ParentMDLY) this Agreement constitutes a the valid and binding obligation of the Companyeach of SIC and Merger Sub, enforceable against SIC and Merger Sub, as the Company case may be, in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, terms (subject to the Bankruptcy and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement by the Company SIC or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, Sub nor the consummation by the Company SIC or Merger Sub of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company SIC or Merger Sub with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation SIC Charter, SIC Bylaws, Merger Sub Certificate or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesMerger Sub Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 5.4 are duly obtainedobtained and/or made, (xA) violate any Applicable Law or Order applicable to the Company Merger Sub, SIC or any of its Subsidiaries, or any of their respective properties or assets, or (yB) except as would not, individually or in the aggregate, have a Material Adverse Effect on SIC, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Merger Sub, SIC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which the Company Merger Sub, SIC or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected(collectively, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company“SIC Contracts”).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have hereby, including the Integrated Mergers and the Bank Merger, have, prior to the date hereof, been duly duly, validly and validly unanimously approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of the Company has (i) determined that the Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved this Agreement, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s Bankshareholders for approval at a duly called and convened meeting of such shareholders, (iv) recommended that the shareholders of the Company approve this Agreement and the transactions contemplated hereby and (v) approved a resolution to the foregoing effect. Except for the approval of the Company Shareholder Matters this Agreement by the requisite affirmative vote of the Company's shareholders and execution holders of at least a majority of the Bank Merger Agreement in accordance with Section 1.12 votes cast at the Company Meeting by the holders of this Agreementshares entitled to vote thereon (the “Requisite Company Vote”), no other corporate proceedings or approvals on the part of the Company or the Company’s Bank are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and similar Laws affecting creditors' rights and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with hereby, including the terms hereof or Integrated Mergers and the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMerger, or nor compliance by the Company with any each of the terms or and provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation Company Certificate or by-laws of the Company Bylaws or the certificate of incorporation, by-laws any governing or similar governing documents organizational document of any of its Subsidiaries, Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 are duly obtained, (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) except as set forth in Section 3.3(b)(ii)(y) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of this clause (y)) for such violations, conflicts, breaches or affecteddefaults which, except, with respect to (ii) above, such as either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) The Board of Directors of Company Bank has approved the Bank Merger Agreement. The Company, as the sole shareholder of Company Bank, has approved the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by Company Bank and (assuming due authorization, execution and delivery by Parent Bank) constitutes a valid and binding obligation of Company Bank, enforceable against Company Bank in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (ai) The Company has full corporate power and authority to execute and deliver this Agreement andAgreement, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals perform its obligations hereunder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, Closing. The execution and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date delivery of this Agreement, the Company’s performance by the Company of its obligations hereunder and the consummation of the Closing (including the Investment) have been declared advisable and duly and validly approved by the Board of Directors. As of or prior to the entry into this Agreement, the Board of Directors has (1) determined that this Agreement (A) the Company Share Issuance and the Merger are fair Conversions (collectively, the “Investment”), on the terms and subject to and the conditions set forth herein, is in the best interests of the Company and its shareholders stockholders and declared (B) the Merger issuance of the shares of Common Stock, Preferred Stock and/or Series A Preferred Stock, in each case, pursuant to the Other Investment Agreements and the other transactions contemplated hereby thereby, on the terms and subject to be advisablethe conditions set forth therein, in each case, are in the best interests of the Company and its stockholders and has adopted a resolution to the foregoing effect. Except for approval by the Company’s stockholders to (2x) approved this Agreement, adopt an amendment to the Merger and Company Certificate of Incorporation to increase the other transactions contemplated hereby, (3) directed that this Agreement and number of authorized shares of Common Stock therein to at least 200,000,000 by the Merger and certain related affirmative vote of a majority of votes cast by holders of shares of Common Stock at the meeting of the Company’s stockholders at which a vote is taken with respect to such matters (the “Company Shareholder MattersCharter Amendment”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting ), and (4y) resolved to recommend that if required under the Company’s shareholders approve applicable rules of the Merger and this Agreement at the Company Shareholders’ Meeting NYSE (the “Company Board RecommendationExchange Approval”). The execution and delivery ) for issuance of this Agreement and the consummation shares of Common Stock in excess of 19.9% of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors total voting power of the Company’s Bank. Except for securities immediately preceding the approval of the Company Shareholder Matters entry into this Agreement by the requisite affirmative vote of the Company's shareholders and execution holders of a majority of the Bank Merger Agreement in accordance shares of Common Stock at the meeting of the Company’s stockholders at which a vote is taken with Section 1.12 of this Agreementrespect to such matters ((x) and (y), collectively, the “Requisite Stockholder Vote”), no other corporate proceedings on the part of the Company or the Company’s Bank any of its Subsidiaries are necessary to approve this Agreement and or for the Company to perform its obligations hereunder or consummate the transactions contemplated herebyin this Agreement at Closing. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentPurchaser) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting creditors' the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (bii) Neither None of the execution and delivery of this Agreement by the Company or Company, the execution and delivery of the Bank Merger Agreement performance by the Company’s BankCompany of its obligations hereunder, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofInvestment, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (iA) violate any provision of the certificate Company Certificate of incorporation Incorporation or by-laws the Bylaws of the Company (as amended, restated, supplemented or otherwise modified from time to time, the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, “Company Bylaws”) or (iiB) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 2.2(d) are duly obtained, (x) violate any Law or Order applicable to the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound. (iii) The shares of Common Stock to be issued (x) hereunder have been and (y) subject to the Requisite Stockholder Vote and the filing of the Charter Amendment with the Delaware Secretary of State, upon the conversion of Preferred Stock pursuant to the applicable Certificate of Designations will be, in each case, validly authorized and, when issued, will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or affectedpast stockholder of the Company will have any preemptive right or similar rights in respect thereof. The shares of Preferred Stock to be issued hereunder have been validly authorized and, exceptwhen issued, with will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or past stockholder of the Company will have any preemptive right or similar rights in respect of any such issuance or exercise. Subject to (ii) abovethe accuracy of Purchaser’s representations and warranties set forth in Section 2.3, such as individually or neither the Common Stock nor the Preferred Stock will be issued in the aggregate will not have a Material Adverse Effect on the Companyviolation of any applicable Law.

Authority; No Violation. (ai) The Company has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to (ireceiving the Requisite Stockholder Vote and other actions described in this Section 2.2(c) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein2.2(d), to consummate the transactions contemplated herebyClosing. The execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation of the Closing (including the Company Share Issuance) have been duly and validly approved by the board of directors of the Company (the “Board of Directors”), and the Company’s Bank Board of Directors has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of adopted this Agreement in accordance with the terms thereofand declared its advisability. On As of or prior to the date of this Agreementhereof, the Company’s Board of Directors has (1) determined that this (A) the Company Share Issuance, on the terms and subject to the conditions set forth herein, (B) the issuance of shares of Voting Common Stock pursuant to the Merger Agreement and the Merger other transactions contemplated thereby, on the terms and subject to the conditions set forth therein, and (C) the issuance of the shares of Voting Common Stock and Non-Voting Common Equivalent Stock and the Warrant(s) (as defined in each Other Investment Agreement, the “Other Warrants”), in each case, pursuant to the Other Investment Agreements and the other transactions contemplated thereby, on the terms and subject to the conditions set forth therein, in each case, are fair to and in the best interests of the Company and its shareholders stockholders and declared the Merger has directed that such issuances of shares of Voting Common Stock and the other transactions contemplated hereby Non-Voting Common Equivalent Stock pursuant to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) each Other Investment Agreement be submitted to the Company's shareholders holders of Voting Common Stock for approval at a meeting of such stockholders and has adopted a resolution to the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Bankforegoing effect. Except for (x) the approval of the Company Shareholder Matters Share Issuance, the issuance of Voting Common Stock pursuant to the Merger Agreement and the issuance of Voting Common Stock and Non-Voting Common Equivalent Stock, including shares of Voting Common Stock or Non-Voting Common Equivalent Stock for which the Other Warrants may be exercised, pursuant to each Other Investment Agreement by the requisite affirmative vote of a majority of votes cast by holders of shares of Voting Common Stock at the meeting of the Company's shareholders ’s stockholders at which a vote is taken with respect to such issuances (the “Requisite Stockholder Vote” and execution such meeting, the “Company Stockholders Meeting”) and (y) any other approvals, adoptions, authorizations and consents of the Bank Company and its Subsidiaries necessary to consummate the Mergers set forth in Section 4.3(a) of the Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank any of its Subsidiaries are necessary to approve or adopt this Agreement and or for the Company to perform its obligations hereunder or consummate the transactions contemplated herebyClosing. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentPurchaser) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting creditors' the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (bii) Neither None of the execution and delivery of this Agreement by the Company or Company, the execution and delivery of the Bank Merger Agreement performance by the Company’s BankCompany of its obligations hereunder, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofCompany Share Issuance, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (iA) violate any provision of the certificate of incorporation Company Articles or by-laws the Sixth Amended and Restated Bylaws of the Company or (the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, “Company Bylaws”) or (iiB) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 2.2(d) are duly obtained, (x) violate any Law or Order applicable to the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (B)(x) and (B)(y) above) for such violations, such as conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not, either individually or in the aggregate will not aggregate, reasonably be expected to have a Material Adverse Effect on Effect. (iii) The shares of Voting Common Stock to be issued hereunder have been validly authorized (subject to receipt of the CompanyRequisite Stockholder Vote), when issued, will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or past stockholder of the Company will have any preemptive right or similar rights in respect thereof. The shares of Non-Voting Common Equivalent Stock (A) to be issued hereunder and (B) for which the Warrant may be exercised, in each case, have been validly authorized (subject to receipt of the Requisite Stockholder Vote), when issued, will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or past stockholder of the Company will have any preemptive right or similar rights in respect of any such issuance or exercise. Neither the Voting Common Stock nor the Non-Voting Common Equivalent Stock will be issued in violation of any applicable Law.

Authority; No Violation. (a) The Company Each of BancShares, FCB, and Merger Sub, as applicable, has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated herebyAgreement, and the Company’s Bank FCB has full corporate power and authority to execute and deliver the Bank Merger Agreement andAgreement, subject and in each case to the Parties’ , perform its obligations hereunder and thereunder and to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement hereby and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement by each BancShares Party, the performance by each BancShares Party of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly approved by the Boards of Directors of each BancShares Party. The Board of Directors of BancShares has determined that the Company. Consummation consummation of the transactions contemplated by Section 1.12 hereby, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of BancShares and its stockholders, and has adopted and approved this Agreement has been duly and validly approved by the transactions contemplated hereby (including the Merger and the Second Step Merger). The Board of Directors of FCB has determined that the CompanyMerger and the Second Step Merger, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of FCB and its shareholder, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger and the Second Step Merger), and has directed that this Agreement be submitted to FCB’s Bankshareholder for approval and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Sub has determined that the Merger and the Second Step Merger, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of Merger Sub and its shareholder, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger and the Second Step Merger), and has directed that this Agreement be submitted to Merger Sub’s shareholder for approval and has adopted a resolution to the foregoing effect. Except for the approval of the Company Shareholder Matters issuance of the shares of BancShares capital stock pursuant to this Agreement by the requisite affirmative vote of the Company's shareholders holders of at least a majority of the votes cast at the BancShares Meeting (the “Requisite BancShares Vote”), and execution the approval of the Bank Merger Agreement in accordance with Section 1.12 by the Board of this AgreementDirectors of FCB and BancShares as FCB’s sole shareholder, no other corporate proceedings on the part of the Company or the Company’s Bank any BancShares Party are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company each BancShares Party and (assuming due authorization, execution and delivery by ParentCIT) this Agreement constitutes a valid and binding obligation of the Companyeach BancShares Party, enforceable against the Company each BancShares Party in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The Bank Merger Agreement will be duly and validly executed and delivered by FCB and (assuming due authorization, execution and delivery by CIT Subsidiary Bank) will constitute a valid and binding obligation of equityFCB, whether applied enforceable against FCB in a court accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of law or a court of equityBancShares Class A Common Stock and New BancShares Preferred Stock to be issued in the Merger have been validly authorized, and by bankruptcywhen issued, insolvency will be validly issued, fully paid and nonassessable, and no current or past stockholder of BancShares will have any preemptive right or similar Laws affecting creditors' rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement by a BancShares Party, nor the Company execution, delivery, or the execution and delivery performance of the Bank Merger Agreement by the Company’s BankFCB, nor the consummation by the Company BancShares, Merger Sub, or FCB of the transactions contemplated hereby in accordance with or thereby (including the terms hereof or Merger, the consummation Second Step Merger, and the Bank Merger), nor compliance by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofBancShares, Merger Sub, or compliance by the Company FCB with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will (i) violate any provision of the certificate BancShares Certificate of incorporation or by-laws Incorporation, the BancShares Bylaws, the Merger Sub Certificate of Incorporation, the Company Merger Sub Bylaws, the FCB Articles of Incorporation, or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, FCB Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.4 are duly obtained, (x) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company any BancShares Party or any of its Subsidiaries, their Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company each BancShares Party or any of its their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company a BancShares Party or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as conflicts, breaches or defaults that either individually or in the aggregate will would not reasonably be expected to have a Material Adverse Effect on the CompanyBancShares Parties.

Authority; No Violation. (a) The Company Seller has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, including the Offer and the Company’s Bank has full corporate power Merger, and authority to execute and deliver comply with the Bank Merger Agreement andprovisions of this Agreement, subject subject, in the case of the Merger, to the Parties’ Seller Stockholder Approval. The approval, to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date adoption, execution and delivery of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and consummation by the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation Seller of the transactions contemplated hereby and the compliance by the Seller with the provisions of this Agreement have been duly and validly approved authorized by all necessary corporate action on the Board of Directors part of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly Seller, and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank Seller are necessary to approve authorize this Agreement, to comply with the terms of this Agreement and or to consummate the transactions contemplated hereby, subject, in the case of the Merger, to the Seller Stockholder Approval. The board of directors of the Seller, at a meeting duly called and held at which all directors of the Seller were present, duly and unanimously adopted resolutions (i) determining and declaring that this Agreement, the Offer and the Merger and the other transactions contemplated hereby are advisable, and in the best interest of the Seller and its stockholders, (ii) approving the Offer and the Merger in accordance with the DGCL, (iii) approving this Agreement, (iv) recommending that the Seller Stockholders accept the Offer, tender their shares of Seller Common Stock into the Offer, approve the Merger and adopt this Agreement and (v) determining that each member of the Seller Compensation Committee approving any plan, program, agreement, arrangement, payment or benefit as an Employment Compensation Arrangement in order to satisfy the non-exclusive safe harbor under Rule 14d-10(d)(2) is an “independent director” within the meaning of Rule 4200(a)(15) of The NASDAQ Stock Market LLC (an “Independent Director”), which resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly and validly executed and delivered by the Company Seller and (assuming due authorization, execution and delivery by Parentthe Parent and the Purchaser) this Agreement constitutes a the valid and binding obligation obligations of the CompanySeller, enforceable against the Company Seller in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither Assuming that all consents, authorizations, permits, waivers and approvals referred to in Section 5.4 of the Seller Letter have been obtained and all registrations, declarations, filings and notifications described in Section 5.4 of the Seller Letter have been made and any waiting periods thereunder have terminated or expired, neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, Seller nor the consummation by the Company Seller of the transactions contemplated hereby in accordance with hereby, including the terms hereof or Offer and the consummation by Merger, nor the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company Seller with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, do or will (i) conflict with or violate any provision of the certificate of incorporation or by-laws other organizational document of like nature or the bylaws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order applicable to the Company Seller or any of its Subsidiariessubsidiaries, (ii) conflict with or violate any statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Seller or any of their respective properties its subsidiaries or assets, by which any property or asset of the Seller or any of its subsidiaries is bound or affected or (yiii) violate, conflict with, result in a any violation or breach of or any provision of or the loss of any benefit under, or constitute a change of control or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give to others any right of termination termination, vesting, amendment, acceleration or cancellation underof, accelerate the performance required by, or result in the creation of any Lien a lien, security interest, charge or other Encumbrance upon any of the respective properties or assets of the Company Seller or any of its Subsidiaries subsidiaries pursuant to, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which the Company Seller or any of its Subsidiaries subsidiaries is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (iiiii) above, for any such as conflicts, violations, breaches, defaults, rights, liens, security interests, charges, other Encumbrances or entitlements which would not, either individually or in the aggregate will not aggregate, reasonably be expected to have a Seller Material Adverse Effect on the CompanyEffect.

Authority; No Violation. (a) The Company Subject to the approval of this Agreement and the transactions contemplated hereby, including the Merger and the merger of Market Bank with and into Peoples Bank, by the OTS and the Superintendent, by Peoples as the sole shareholder of Peoples Bank, and by the requisite vote of the Peoples' shareholders, (i) each of Peoples and Peoples Bank has full all of the requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of enter into this Agreement and to perform all of its obligations hereunder; (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action by each of Peoples and validly approved Peoples Bank; and (iii) this Agreement is the valid and binding agreement of each of Peoples and Peoples Bank, enforceable against each of Peoples and Peoples Bank in accordance with its terms, (I) subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general applicability affecting the enforcement of creditors' rights generally and the effect of rules of law governing specific performance, injunctive relief and other equitable remedies on the enforceability of such documents and (II) except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 U.S.C. Section 1818(b) or by the Board appointment of Directors of a conservator by the CompanyFDIC. Consummation of the transactions contemplated by Section 1.12 of this This Agreement has been duly executed and validly approved delivered by the Board each of Directors of the Company’s Peoples and Peoples Bank. Except for . (b) Subject to the approval of this Agreement and the Company Shareholder Matters transactions contemplated hereby, including the Merger and the merger of Market Bank with and into Peoples Bank, by the OTS and the Superintendent, by Peoples as the sole shareholder of Peoples Bank, and by the requisite vote of the Company's shareholders and execution Peoples' shareholders,(i) Peoples has all of the Bank requisite corporate power and authority to enter into the Agreement of Merger Agreement in accordance with Section 1.12 and to perform all of this Agreement, no other corporate proceedings on its obligations thereunder; (ii) the part execution and delivery of the Company or Agreement of Merger and the Company’s Bank are necessary to approve this Agreement and to consummate consummation of the transactions contemplated hereby. This Agreement has thereby have been duly and validly executed and delivered authorized by the Company all necessary corporate action by Peoples; and (assuming due authorization, execution and delivery by Parentiii) this the Agreement constitutes a of Merger is the valid and binding obligation agreement of the CompanyPeoples, enforceable against the Company Peoples in accordance with its terms, (I) subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general applicability affecting the enforcement of creditors' rights generally and the effect of rules of law governing specific performance, injunctive relief and other equitable remedies on the enforceability of such documents and (II) except as enforcement to the extent such enforceability may be limited by general principles laws relating to safety and soundness of equity, whether applied insured depository institutions as set forth in 12 U.S.C. Section 1818(b) or by the appointment of a court conservator by the FDIC. The Agreement of law or a court of equity, Merger has been duly executed and delivered by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyPeoples. (bc) Neither Except as disclosed in Peoples Disclosure Schedule 3.03(c), none of the execution and delivery of this Agreement by the Company or Peoples and Peoples Bank, the execution and delivery of the Bank Agreement of Merger Agreement by the Company’s BankPeoples, nor the consummation by the Company Peoples and Peoples Bank of the transactions contemplated hereby in accordance with the terms hereof or hereof, the consummation by the Company’s Bank Peoples of the transactions contemplated by Section 1.12 the Agreement of this Agreement Merger in accordance with the terms thereof, or compliance by the Company Peoples with any of the terms or provisions hereof or compliance by the Company’s Bank Peoples with any of the terms or provisions of Section 1.12 the Agreement of this AgreementMerger, will (i) violate any provision of the certificate Certificate of incorporation Incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar other governing documents of any of its Subsidiariesinstrument, or Bylaws of Peoples or Peoples Bank, (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement set forth below are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Peoples or any of its Subsidiaries, Peoples Bank or any of their respective properties or assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Peoples or any of its Subsidiaries under, Peoples Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Peoples or any of its Subsidiaries Peoples Bank is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) and (iii) above, such as individually or in the aggregate will not have a Material Adverse Effect material adverse effect on the Companybusiness, operations, assets or financial condition of Market and Market Bank taken as a whole and which will not prevent or delay the consummation of the transactions contemplated hereby. Except as set forth in Peoples Disclosure Schedule 3.03(c) and for consents and approvals of or filings or registrations with or notices to the Commission, the Secretary of State of the State of Ohio, the OTS, the Superintendent and the stockholders of Peoples, no consents or approvals of or filings or registrations with or notices to any federal, state, municipal or other governmental or regulatory commission, board, agency, or non- governmental third party are required on behalf of Peoples or Peoples Bank in connection with (a) the execution and delivery of this Agreement and the Agreement of Merger by Peoples and (b) the consummation by Peoples and Peoples Bank of the transactions contemplated hereby or the consummation by Peoples of the transactions contemplated by the Agreement of Merger. (d) Neither Peoples nor Peoples Bank is in default or in non- compliance, which default or non-compliance would have a material adverse effect on the business, operations, assets or financial condition of Peoples and Peoples Bank taken as a whole or the transactions contemplated hereby, under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, whether entered into in the ordinary course of business or otherwise and whether written or oral, and there has not occurred any event that with the lapse of time or the giving of notice, or both, would constitute such a default or non-compliance.

Authority; No Violation. (a) The Company has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinCompany Requisite Vote, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)Transactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved by the Board of Directors Company Board. The Company Board, including all of the Company. Consummation Company Continuing Directors (on the recommendation of the transactions contemplated by Section 1.12 of Company Special Committee), has unanimously (i) determined that (A) this Agreement has been duly and validly approved by the Board Merger and the related Transactions are advisable and in the best interests of Directors the Company and (B) the interests of the Company’s Bank. Except for existing stockholders will not be diluted as a result of the Transactions, (ii) approved, adopted and declared advisable this Agreement and the Transactions (including the Merger and other Company Matters), (iii) directed that the approval of the Company Shareholder Matters be submitted to the Company’s stockholders at a duly held meeting of such stockholders (the “Company Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of the Company approve the Company Matters, including the Merger. Except for receipt of the approval of the Company Matters by the requisite affirmative vote of the Company's shareholders holders of Company Common Stock entitled to cast a majority of all the votes entitled to be cast on the matters to be approved at the Company Stockholders Meeting (the “Company Requisite Vote”), the Merger and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other Transactions have been authorized by all necessary corporate proceedings action on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, except for receipt of the Company Requisite Vote (and (assuming due authorization, execution and delivery by Parent) this Agreement the Acquiror, Merger Sub and the Acquiror Adviser), constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyequity (the “Enforceability Exception”)). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with Transactions, nor the terms hereof or the consummation performance of this Agreement by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation Company Charter or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 3.3(a) and Section 3.4 are duly obtainedobtained and/or made, (xA) violate any Law or Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, Consolidated Subsidiaries or (yB) except as Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company or any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected, except, with respect to clause (ii) aboveii)(B), any such as violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate will not have aggregate, reasonably be expected to be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect on the Companywhole.

Authority; No Violation. (a) The Company W▇▇▇▇▇▇ has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals stockholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger, the Bank Merger and the W▇▇▇▇▇▇ Certificate Amendment) have been duly and validly approved by the Board of Directors of W▇▇▇▇▇▇. The Board of Directors of W▇▇▇▇▇▇ has determined that the Company. Consummation Merger, on the terms and conditions set forth in this Agreement, is in the best interests of W▇▇▇▇▇▇ and its stockholders and has directed that this Agreement and the transactions contemplated by Section 1.12 hereby be submitted to W▇▇▇▇▇▇’▇ stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (i) the adoption of this Agreement has been duly by the affirmative vote of the holders of a majority of the outstanding shares of W▇▇▇▇▇▇ Common Stock entitled to vote on this Agreement, (ii) the adoption and validly approved approval of the W▇▇▇▇▇▇ Certificate Amendment by the affirmative vote of the holders of a majority of the outstanding shares of W▇▇▇▇▇▇ Common Stock entitled to vote thereon (the foregoing clauses (i) and (ii) collectively, the “Requisite W▇▇▇▇▇▇ Vote”), (iii) the adoption, approval and filing of a Certificate of Designation with respect to the New W▇▇▇▇▇▇ Preferred Stock with the Delaware Secretary, (iv) the adoption and approval of the Bank Merger Agreement by the Board of Directors of W▇▇▇▇▇▇ Bank and W▇▇▇▇▇▇ as W▇▇▇▇▇▇ Bank’s sole stockholder and (v) the Company’s Bank. Except for adoption of resolutions to give effect to the approval provisions of Section 6.12 in connection with the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementClosing, no other corporate proceedings on the part of the Company or the Company’s Bank W▇▇▇▇▇▇ are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company W▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by ParentSterling) this Agreement constitutes a valid and binding obligation of the CompanyW▇▇▇▇▇▇, enforceable against the Company W▇▇▇▇▇▇ in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equityW▇▇▇▇▇▇ Common Stock and New W▇▇▇▇▇▇ Preferred Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite W▇▇▇▇▇▇ Vote), whether applied in a court of law or a court of equitywhen issued, will be validly issued, fully paid and nonassessable, and by bankruptcy, insolvency and no current or past stockholder of W▇▇▇▇▇▇ will have any preemptive right or similar Laws affecting creditors' rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankW▇▇▇▇▇▇, nor the consummation by the Company W▇▇▇▇▇▇ of the transactions contemplated hereby in accordance with hereby, including the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMerger, or nor compliance by the Company W▇▇▇▇▇▇ with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company W▇▇▇▇▇▇ Certificate or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesW▇▇▇▇▇▇ Bylaws, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or W▇▇▇▇▇▇, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company W▇▇▇▇▇▇ or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company W▇▇▇▇▇▇ or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as conflicts, breaches or defaults which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyW▇▇▇▇▇▇.

Authority; No Violation. (a) The Company Buyer has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, . The execution and delivery of this Agreement by the Buyer and the Company’s consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Buyer. No other corporate action and no other corporate proceedings on the part of the Buyer are necessary to authorize this Agreement or to consummate the Merger. This Agreement has been duly and validly executed and delivered by the Buyer and constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms. (b) The Buyer Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement andAgreement, subject to the Parties’ , perform its obligations thereunder and to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement the Bank Merger Agreement, the performance of its obligations thereunder and the consummation of the transactions contemplated hereby thereby have been duly and validly approved by the Board unanimous action of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Buyer Bank and the Buyer as the sole stockholder of the Buyer Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders No other corporate action and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Buyer Bank are necessary to approve this authorize the Bank Merger Agreement and or the performance of the Buyer Bank's obligations thereunder or to consummate the transactions contemplated herebythereby. This Agreement has been The Bank Merger Agreement, upon execution and delivery by the Buyer Bank, will be duly and validly executed and delivered by the Company Buyer Bank and (assuming due authorizationwill constitute a legal, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of the CompanyBuyer Bank, enforceable against the Company Buyer Bank in accordance with its terms, except as enforcement may . Buyer shall cause the Bank Merger Agreement to be limited approved by general principles the stockholders of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallythe Buyer Bank prior to the Effective Time. (bc) Neither the execution and delivery of this Agreement by the Company Buyer nor the consummation by the Buyer of the transactions contemplated hereby or thereby; nor the execution and delivery of the Bank Merger Agreement by the Company’s Buyer Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Buyer Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or thereby; nor compliance by the Company Buyer or the Buyer Bank with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.04 hereof are duly obtained, (x) violate any Law statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Buyer or any of its Subsidiaries, Subsidiaries or by which any property or asset of the Buyer or any of their respective properties its Subsidiaries is bound or assetsaffected, or (yii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Buyer or any of its Subsidiaries under, under any of the terms, conditions or provisions of (A) the Articles of Incorporation or other charter document of like nature or By-laws of the Buyer or any of its Subsidiaries, or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Buyer is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to in the case of clause (iiii)(B) above, for such as violations, conflicts, breaches or defaults which either individually or in the aggregate will could not reasonably be expected to have a Material Adverse Effect on the CompanyBuyer.

Authority; No Violation. (a) The Company Each of Purchaser and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously adopted and approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly Purchaser and validly approved by Merger Sub, and the Board of Directors of Purchaser has determined that the CompanyMerger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Purchaser and its shareholders, and has directed that this Agreement and the transactions contemplated hereby be submitted to Purchaser’s Bankshareholders for approval at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the Company Shareholder Matters transactions contemplated hereby (including the issuance of Purchaser Common Stock in connection with the Merger) by the requisite affirmative vote of a majority of all the Company's shareholders and execution votes cast on the issuance proposal, provided that a majority of the Bank Merger Agreement in accordance with Section 1.12 outstanding shares of this AgreementPurchaser Common Stock on the record date are cast on the issuance proposal (the “Purchaser Shareholder Approval”), no other corporate proceedings on the part of the Company or the Company’s Bank Purchaser are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. Neither Purchaser nor any of its Significant Subsidiaries has been charged as an entity with a federal crime relating to financial services by way of an indictment, filing of an information or a criminal complaint. This Agreement has been duly and validly executed and delivered by the Company each of Purchaser and Merger Sub and (assuming due authorization, execution and delivery by ParentCompany) this Agreement constitutes a the valid and binding obligation of the Companyeach of Purchaser and Merger Sub, enforceable against the Company each of Purchaser and Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, terms (subject to the Bankruptcy and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankAgreement, nor the consummation by the Company Purchaser and Merger Sub, as applicable, of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws bylaws of the Company Purchaser or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesMerger Sub, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 4.4 are duly obtainedobtained and/or made, (xA) violate any Law or Order applicable to the Company or Purchaser, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which the Company Purchaser or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected, except, with respect to clause (ii) above), for any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as would not reasonably be expected, individually or in the aggregate will not aggregate, to have a Material Adverse Effect on the CompanyPurchaser.

Authority; No Violation. (ai) The Company Each of ▇▇▇▇▇▇▇▇ and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Companyeach of ▇▇▇▇▇▇▇▇ and Merger Sub. Consummation ▇▇▇▇▇▇▇▇, as sole stockholder of Merger Sub, has approved this Agreement and the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the hereby. The Board of Directors of ▇▇▇▇▇▇▇▇ has directed that the Company’s Bank. Except issuance of ▇▇▇▇▇▇▇▇ Common Stock pursuant to this Agreement be submitted to ▇▇▇▇▇▇▇▇ stockholders for approval at a meeting of ▇▇▇▇▇▇▇▇ stockholders (the "▇▇▇▇▇▇▇▇ Stockholders Meeting"), and, except for the approval of the Company Shareholder Matters issuance of ▇▇▇▇▇▇▇▇ Common Stock in the Merger by majority vote at a meeting of ▇▇▇▇▇▇▇▇'▇ stockholders at which a quorum is present (the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement"▇▇▇▇▇▇▇▇ Stockholder Approval"), no other corporate proceedings on the part of the Company ▇▇▇▇▇▇▇▇ or the Company’s Bank Merger Sub are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company each of ▇▇▇▇▇▇▇▇ and Merger Sub and (assuming due authorization, execution and delivery by ParentTosco) this Agreement constitutes a valid and binding obligation of the Company▇▇▇▇▇▇▇▇ and Merger Sub, enforceable against the Company ▇▇▇▇▇▇▇▇ and Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (bii) Neither the execution and delivery of this Agreement by the Company or the execution ▇▇▇▇▇▇▇▇ and delivery of the Bank Merger Agreement by the Company’s BankSub, nor the consummation by the Company ▇▇▇▇▇▇▇▇ and Merger Sub of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company ▇▇▇▇▇▇▇▇ and Merger Sub with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (iA) violate any provision of the certificate Certificate of incorporation Incorporation or byBy-laws Laws of the Company ▇▇▇▇▇▇▇▇ or the certificate Articles of incorporation, byIncorporation or By-laws or similar governing documents Laws of any of its Subsidiaries, Merger Sub or (iiB) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.2(d) are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company ▇▇▇▇▇▇▇▇ or Merger Sub, any of its Subsidiaries, their Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien upon any of the respective properties or assets of the Company ▇▇▇▇▇▇▇▇ or Merger Sub, any of its their Subsidiaries under, or Non-Subsidiary Affiliates under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company ▇▇▇▇▇▇▇▇ or Merger Sub, any of its their Subsidiaries or their Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to except (iiin the case of clause (y) above) for such violations, such as conflicts, breaches or defaults which, either individually or in the aggregate aggregate, will not have a Material Adverse Effect on the Company▇▇▇▇▇▇▇▇.

Authority; No Violation. (a) The Company ▇▇▇▇▇▇▇ has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals stockholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger, the Bank Merger and the ▇▇▇▇▇▇▇ Certificate Amendment) have been duly and validly approved by the Board of Directors of ▇▇▇▇▇▇▇. The Board of Directors of ▇▇▇▇▇▇▇ has determined that the Company. Consummation Merger, on the terms and conditions set forth in this Agreement, is in the best interests of ▇▇▇▇▇▇▇ and its stockholders and has directed that this Agreement and the transactions contemplated by Section 1.12 hereby be submitted to ▇▇▇▇▇▇▇’▇ stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (i) the adoption of this Agreement has been duly by the affirmative vote of the holders of a majority of the outstanding shares of ▇▇▇▇▇▇▇ Common Stock entitled to vote on this Agreement, (ii) the adoption and validly approved approval of the ▇▇▇▇▇▇▇ Certificate Amendment by the affirmative vote of the holders of a majority of the outstanding shares of ▇▇▇▇▇▇▇ Common Stock entitled to vote thereon (the foregoing clauses (i) and (ii) collectively, the “Requisite ▇▇▇▇▇▇▇ Vote”), (iii) the adoption, approval and filing of a Certificate of Designation with respect to the New ▇▇▇▇▇▇▇ Preferred Stock with the Delaware Secretary, (iv) the adoption and approval of the Bank Merger Agreement by the Board of Directors of ▇▇▇▇▇▇▇ Bank and ▇▇▇▇▇▇▇ as ▇▇▇▇▇▇▇ Bank’s sole stockholder and (v) the Company’s Bank. Except for adoption of resolutions to give effect to the approval provisions of Section 6.12 in connection with the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementClosing, no other corporate proceedings on the part of the Company or the Company’s Bank ▇▇▇▇▇▇▇ are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company ▇▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by ParentSterling) this Agreement constitutes a valid and binding obligation of the Company▇▇▇▇▇▇▇, enforceable against the Company ▇▇▇▇▇▇▇ in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equity▇▇▇▇▇▇▇ Common Stock and New ▇▇▇▇▇▇▇ Preferred Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite ▇▇▇▇▇▇▇ Vote), whether applied in a court of law or a court of equitywhen issued, will be validly issued, fully paid and nonassessable, and by bankruptcy, insolvency and no current or past stockholder of ▇▇▇▇▇▇▇ will have any preemptive right or similar Laws affecting creditors' rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank▇▇▇▇▇▇▇, nor the consummation by the Company ▇▇▇▇▇▇▇ of the transactions contemplated hereby in accordance with hereby, including the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMerger, or nor compliance by the Company ▇▇▇▇▇▇▇ with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company ▇▇▇▇▇▇▇ Certificate or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries▇▇▇▇▇▇▇ Bylaws, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or ▇▇▇▇▇▇▇, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company ▇▇▇▇▇▇▇ or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company ▇▇▇▇▇▇▇ or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as conflicts, breaches or defaults which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company▇▇▇▇▇▇▇.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals shareholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ actions described below, to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Mergers have been duly and validly approved by the Board of Directors of the Company. Consummation The Board of Directors of Company has duly adopted resolutions pursuant to which it has determined that the consummation of the transactions contemplated by Section 1.12 this Agreement (including the Mergers and the Bank Merger), on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Company and its shareholders, has adopted and approved this Agreement and the transactions contemplated by this Agreement (including the Mergers), has directed that this Agreement be submitted to Company’s shareholders for approval at a meeting of such shareholders and resolved to recommend that the Company’s shareholders approve this Agreement and the transactions contemplated by this Agreement. Except for (i) the approval of this Agreement has been duly and validly approved the transactions contemplated by this Agreement (including the Mergers) by the Board affirmative vote of Directors a majority of the Company’s Bank. Except for outstanding shares of Company Common Stock entitled to vote on this Agreement pursuant to Section 23B.11.030(5) of the approval WBCA and Article 5 of the Company Shareholder Matters by Certificate of Incorporation (the requisite vote of “Requisite Company Vote”), and (ii) the Company's shareholders approval and execution adoption of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementby Company as Company Bank’s sole shareholder, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and or to consummate the transactions contemplated herebyby this Agreement. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent▇▇▇▇▇▇ and Merger Sub) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and similar Laws affecting creditors' rights and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with (including the terms thereofMergers and the Bank Merger), or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate Company Certificate of incorporation Incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 are duly obtained, (x) violate any Law law, statute, code, ordinance, rule, regulation or Government Order applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as individually conflicts, breaches, defaults, terminations, cancellations, accelerations or in the aggregate will creations that would not reasonably be expected to have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company Seller has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board unanimous vote of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s BankSeller. Except The Board of Directors of the Seller has directed that this Agreement and the transactions contemplated hereby, including the Merger, be submitted to the stockholders of the Seller for approval at a meeting of such stockholders and, except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite vote of the CompanySeller's shareholders stockholders, no other corporate action and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank Seller are necessary to approve authorize this Agreement and or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by the Company Seller and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a the valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms, except as that enforcement thereof may be limited by general principles the receivership, conservatorship and supervisory powers of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies bank regulatory agencies generally. (b) The Seller Bank has full power and authority to execute and deliver the Bank Merger Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly and validly approved by the unanimous action of the Board of Directors of the Seller Bank and the Seller as the sole stockholder of the Seller Bank. No other corporate action and no other corporate proceedings on the part of the Seller Bank are necessary to authorize the Bank Merger Agreement or the performance of the Seller Bank's obligations thereunder or to consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery by the Seller Bank, will be duly and validly executed and delivered by the Seller Bank and will constitute a legal, valid and binding obligation of the Seller Bank, enforceable against the Seller Bank in accordance with its terms, except that enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally. (c) Neither the execution and delivery of this Agreement by the Company Seller nor the consummation by the Seller of the transactions contemplated hereby or thereby; nor the execution and delivery of the Bank Merger Agreement by the Company’s Seller Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Seller Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or thereby; nor compliance by the Company Seller or the Seller Bank with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement hereof are duly obtained, (x) violate any Law statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Seller or the Seller Bank or by which any property or asset of its Subsidiaries, the Seller or any of their respective properties the Seller Bank is bound or assetsaffected, or (yii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Seller or any of its Subsidiaries under, the Seller Bank under any of the terms, conditions or provisions of (A) the Articles of Incorporation or other charter document of like nature or By-laws of the Seller or the Seller Bank, or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Seller is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to in the case of clause (iiii)(B) above, for such as violations, conflicts, breaches or defaults which either individually or in the aggregate will could not reasonably be expected to have a Material Adverse Effect on the CompanySeller.

Authority; No Violation. (a) The Company has full corporate power and corporate authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval receipt of the Company’s shareholders Company Required Vote (as contemplated hereinhereinafter defined), to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofthereby. On or prior to the date of this Agreement, the Company’s The Board of Directors of the Company (the “Company Board”) at a duly held meeting has (1i) determined that this Agreement and the Merger transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisableshareholders, (2ii) approved this Agreement, the Merger Agreement and the other transactions contemplated hereby, including the Merger, (3iii) directed that this Agreement and approved the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement, and (iv) subject to Section 7.7, recommended that the shareholders of the Company approve this Agreement and the consummation of the transactions contemplated hereby have been duly hereby, including the Merger (the “Company Recommendation”), and validly approved directed that such matter be submitted for consideration by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Bankshareholders at the Company Shareholder Meeting. None of the aforesaid actions by the Company Board has been amended, rescinded or modified as of the date of this Agreement. Except for the approval of the Company Shareholder Matters this Agreement by the requisite affirmative vote of the Company's shareholders and execution two-thirds of the Bank Merger Agreement in accordance with Section 1.12 outstanding shares of this AgreementCompany Common Stock entitled to vote (the “Company Required Vote”), no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, equity whether applied in a court of law or a court of equity, equity and by bankruptcy, insolvency and similar Laws laws affecting creditors' ’ rights and remedies generallygenerally (the “Bankruptcy and Equity Exceptions”). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with hereby, including the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, Merger will (i) violate any provision of the certificate Articles of incorporation Incorporation or by-laws Bylaws of the Company or any of the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 4.4 are duly obtainedobtained or made, and except as set forth in Section 4.3(b) of the Company Disclosure Schedule, (xA) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in a breach of any provision of of, or require redemption or repurchase or otherwise require the loss purchase or sale of any benefit securities under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to except (in the case of clause (ii) above) for such violations, such as conflicts, breaches, defaults or other events which, either individually or in the aggregate will aggregate, would not have reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.

Authority; No Violation. (a) The Company Each of Banknorth and Banknorth Delaware has full corporate power and authority to execute and deliver this Agreement and the Stockholders Agreement which was entered into by Banknorth, Banknorth Delaware and TD concurrently with the execution and delivery of this Agreement, in the form of Exhibit E hereto (the “Stockholders Agreement”), and the agreements and instruments contemplated hereby and thereby, and to perform its obligations hereunder and thereunder and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 approval of this Agreement with respect to the Migratory Merger by the affirmative vote of the holders of a majority of the outstanding shares of Banknorth Common Stock (the “Required Banknorth Vote”) and (ii) the Company’s obtaining adoption of this Agreement with respect to the approval Mergers by Banknorth as the sole stockholder of Banknorth Delaware at a meeting of such sole stockholder (the Company’s shareholders as contemplated herein“Banknorth Delaware Required Vote”), to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement, the Stockholders Agreement and the agreements and instruments contemplated hereby and thereby and the performance and consummation of the transactions contemplated hereby and thereby have been duly and validly approved by all requisite corporate and stockholder action of Banknorth and Banknorth Delaware, subject to (i) the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 approval of this Agreement has been duly and validly approved with respect to the Migratory Merger by the Board of Directors Required Banknorth Vote in the case of the Company’s Bank. Except for the approval consummation of the Company Shareholder Matters Migratory Merger and (ii) the adoption of this Agreement with respect to the Mergers by the requisite vote Banknorth Delaware Required Vote in the case of the Company's shareholders and execution consummation of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementMergers, and no other corporate or stockholder proceedings on the part of the Company either Banknorth or the Company’s Bank are Banknorth Delaware is necessary to approve this Agreement, the Stockholders Agreement or the agreements and instruments contemplated hereby or thereby or to perform and consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by the Company Banknorth and Banknorth Delaware and (assuming due authorization, execution and delivery by ParentTD and Berlin Mergerco) this Agreement constitutes a valid and binding obligation of the CompanyBanknorth and Banknorth Delaware, enforceable against the Company Banknorth and Banknorth Delaware in accordance with its terms, except as enforcement may be limited by general principles of equity, equity whether applied in a court of law or a court of equity, equity and by bankruptcy, insolvency and similar Laws laws affecting creditors' ’ rights and remedies generally. (b) Neither Except as set forth in Section 3.3(b) of the Banknorth Disclosure Schedule, neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Stockholders Agreement by the Company’s Bank, Banknorth and Banknorth Delaware nor the performance and consummation by the Company Banknorth and Banknorth Delaware of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofthereby, or nor compliance by the Company Banknorth and Banknorth Delaware with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Amended Articles or the certificate of incorporation, byBanknorth By-laws or any of the similar governing documents of any of its Subsidiaries, Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or Banknorth, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Banknorth or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Banknorth or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to except (iiin the case of clause (y) above) for such violations, such as conflicts, breaches, defaults or other events which, either individually or in the aggregate aggregate, will not have and would not reasonably be expected to have a Material Adverse Effect on Banknorth. (c) Banknorth and its Board of Directors have taken all action necessary, including by executing and delivering Amendment No. 1 to the CompanyBanknorth Rights Agreement in the form set forth in Exhibit F hereto, to (i) render the preferred stock purchase rights issued pursuant to the Banknorth Rights Agreement (the “Banknorth Rights”) inapplicable to this Agreement, the Stockholders Agreement and the transactions contemplated hereby and thereby, including, without limitation, the Migratory Merger, and (ii) ensure that (A) neither TD nor any of its Affiliates or Associates (as defined in the Banknorth Rights Agreement) is or will become an “Acquiring Person” (as defined in the Banknorth Rights Agreement) by reason of or as a result of the approval, execution, delivery or adoption of this Agreement or the Stockholders Agreement or the approval, adoption or consummation of the Mergers or any other transaction contemplated hereby or thereby, (B) neither a “Shares Acquisition Date” nor a “Distribution Date” (in each case as defined in the Banknorth Rights Agreement) shall occur by reason of or as a result of the approval, execution, delivery or adoption of this Agreement or the Stockholders Agreement or the approval, adoption or consummation of the Mergers or any other transaction contemplated hereby or thereby, (C) the Banknorth Rights shall not become exercisable or separate from the shares of Banknorth Common Stock to which they are attached by reason of or as a result of the approval, execution, delivery or adoption of this Agreement or the Stockholders Agreement or the approval, adoption or consummation of the Mergers or any other transaction contemplated hereby or thereby and (D) the Banknorth Rights shall expire immediately prior to the Migratory Merger Effective Time.

Authority; No Violation. (a) The Company Parent has full corporate power and authority to execute and deliver this Agreement and, subject to (ix) the Parties’ obtaining (Ai) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (Bii) obtaining the other approvals listed in Section 3.04 4.4 of this Agreement and (iiy) the Company’s obtaining the approval of the CompanyParent’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the CompanyParent’s Bank Subsidiary has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to (x) the Parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and the Bank Merger and (ii) the other approvals listed in Section 4.4 of this Agreement, to consummate the transactions contemplated by Section 1.12 of this the Bank Merger Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the CompanyParent’s Board of Directors has (1i) determined that this Agreement and the Merger are fair to and in the best interests of the Company Parent and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2ii) approved this Agreement, the Merger and the other transactions contemplated hereby, (3iii) directed that this Agreement and the authorization to issue the shares of Parent Common Stock issuable pursuant to the Merger and certain related matters (including the “Company Shareholder Matters”shares of Common Stock subject to the New Stock Options) be submitted to the Company's Parent’s shareholders for approval at the Company Shareholders’ Parent Shareholders Meeting and (4iv) resolved to recommend that the CompanyParent’s shareholders approve the Merger and this Agreement such authorization at the Company Shareholders’ Meeting (the “Company Board Recommendation”)Parent Shareholders Meeting. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent. The execution and delivery of the Company. Consummation Bank Merger Agreement and the consummation of the transactions contemplated by Section 1.12 of this Agreement has thereby have been duly and validly approved by the Board of Directors of the CompanyParent’s Bank. Except for the approval of the Company Shareholder Matters above-mentioned authorization by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementParent’s shareholders, no other corporate proceedings on the part of the Company Parent or the CompanyParent’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Parent and (assuming due authorization, execution and delivery by Parentthe Company) this Agreement constitutes a valid and binding obligation of the CompanyParent, enforceable against the Company Parent in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company Parent or the execution and delivery of the Bank Merger Agreement by the CompanyParent’s Bank, nor the consummation by the Company Parent of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the CompanyParent’s Bank of the transactions contemplated by Section 1.12 of this the Bank Merger Agreement in accordance with the terms thereof, or compliance by the Company Parent with any of the terms or provisions hereof or compliance by the CompanyParent’s Bank with any of the terms or provisions of Section 1.12 of this the Bank Merger Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Parent or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 4.4 of this Agreement are duly obtainedobtained and except as set forth in Section 4.3(b) of the Parent Disclosure Schedule, (x) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyParent.

Authority; No Violation. (a) The Company Seller has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals stockholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the Board of Directors of Seller. The Board of Directors of Seller has determined that the Company. Consummation Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Seller and its stockholders and has directed that the Merger and the other transactions contemplated by Section 1.12 of this Agreement be submitted to Seller’s stockholders for approval at a meeting of such stockholders and has been duly adopted a resolution to the foregoing effect. Except for (i) the approval of Merger and validly approved the other transactions contemplated by this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Seller Common Stock entitled to vote on the Merger and the other transactions contemplated by this Agreement (the “Requisite Seller Vote”) and (ii) the adoption and approval of the Bank Merger Agreement by the Board of Directors of the CompanySeller Bank and Seller as Seller Bank’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementsole stockholder, no other corporate proceedings on the part of the Company or the Company’s Bank Seller are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Seller and (assuming due authorization, execution and delivery by ParentBuyer) this Agreement constitutes a valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and similar Laws affecting creditors' rights and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, Seller nor the consummation by the Company Seller of the transactions contemplated hereby in accordance with hereby, including the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMerger, or nor compliance by the Company Seller with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Seller Articles or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Seller Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 3.4 are duly obtained, (xA) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Seller or any of its Subsidiaries, Seller Significant Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Seller or any of its Seller Significant Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Seller or any of its Seller Significant Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (A) and (B) above) for such violations, such as conflicts, breaches or defaults which, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanySeller.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of the Company has determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and has adopted the plan of merger reflected in this Agreement and has directed that the plan of merger reflected in this Agreement be submitted to the Company’s Bankshareholders for approval at a duly held meeting of such shareholders, and has adopted a resolution to the foregoing effect. The Board of Directors of the Company has taken all necessary actions and made all necessary determinations under Article VIII of the Company Certificate required to render inapplicable to this Agreement Article VIII of the Company Certificate. Except for the approval of the Company Shareholder Matters plan of merger reflected in this Agreement by the requisite affirmative vote of the Company's shareholders and execution holders of a majority of the outstanding shares of Company Common Stock entitled to vote at such meeting and the approvals required in connection with the Bank Merger Agreement in accordance with Section 1.12 of this AgreementMergers, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation Company Certificate or bythe Company By-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 3.4 are duly obtainedobtained and/or made, (xA) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order Injunction (as defined herein) applicable to the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective properties or assetsassets or, or with respect to the Bank Mergers, to the knowledge of the Company (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Companyis bound.

Authority; No Violation. (a) The Company Buyer has full corporate power and authority to execute and deliver this Agreement and, subject and each Ancillary Agreement to (i) the Parties’ (A) obtaining all bank regulatory approvals which it is party and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and thereby (including the issuance of the Buyer Note and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”Buyer Shares). The execution and delivery by Buyer of this Agreement and each Ancillary Agreement to which it is party and the consummation by Buyer of the transactions contemplated hereby and thereby (including the issuance of the Buyer Note and the Buyer Shares) have been duly and validly approved authorized by the Board of Directors of the CompanyBuyer. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no No other corporate proceedings on the part of the Company or the Company’s Bank Buyer are necessary to approve this Agreement and or any Ancillary Agreement to which Buyer is party or to consummate the transactions contemplated herebyhereby and thereby (including the issuance of the Buyer Note and the Buyer Shares). This Agreement has and each Ancillary Agreement to which Buyer is party have been duly and validly executed and delivered by the Company Buyer and (assuming due authorization, execution and delivery by Parenteach other party thereto) this Agreement constitutes a constitute valid and binding obligation obligations of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms, their respective terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar Laws affecting creditors' the rights of creditors generally and remedies generallythe availability of equitable remedies). (b) Neither the execution and delivery by Buyer of this Agreement by the Company or the execution and delivery of the Bank Merger any Ancillary Agreement by the Company’s Bankto which Buyer is a party, nor the consummation by the Company Buyer of the transactions contemplated hereby in accordance with and thereby (including the terms hereof or the consummation by the Company’s Bank issuance of the transactions contemplated by Section 1.12 of this Agreement in accordance with Buyer Note and the terms thereofBuyer Shares), or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank Buyer with any of the terms or provisions of Section 1.12 of this AgreementAgreement or any Ancillary Agreement to which Buyer is a party, will (i) violate (A) any provision of the certificate Governing Documents of incorporation Buyer or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Subsidiaries or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 4.4 are duly obtainedobtained and/or made, (xA) violate any Law statute, code, ordinance, rule, regulation or Order applicable to the Company Buyer or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contracts to which the Company Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, exceptexcept for such violations, conflicts, breaches or defaults with respect to clause (iiii)(B) abovethat are not reasonably likely to have, such as either individually or in the aggregate will not have aggregate, a Material Adverse Effect on the CompanyBuyer.

Authority; No Violation. (a) The Company Seller has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger Seller Ancillary Documents and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Seller Ancillary Documents and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved and adopted by the Board of Directors of Seller. No other corporate proceedings on the part of Seller are necessary to approve this Agreement and the Seller Ancillary Documents or to consummate the transactions contemplated hereby. This Agreement has been, and the Company’s Bank has Seller Ancillary Documents have been, or will at Closing be, duly and validly executed and delivered by Seller and (assuming due authorization, execution and delivery by Buyers or the other party thereto, as applicable, and receipt of the Chapter 11 Court Order (as hereinafter defined)) constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their terms. (b) The Companies each have full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , Company Ancillary Documents and to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement the Company Ancillary Documents and the consummation of the transactions contemplated hereby thereby have been duly duly, validly and validly unanimously approved and adopted by the Board of Directors of the Company. Consummation each of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s BankCompanies. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no No other corporate proceedings on the part of the Company Seller or the Company’s Bank Companies are necessary to approve this Agreement and the Company Ancillary Documents or to consummate the transactions contemplated herebythereby. This Agreement has been The Company Ancillary Documents have each been, or will at Closing be, duly and validly executed and delivered by the Company Companies and (assuming due authorization, execution and delivery by ParentBuyers or the other party thereto, as applicable) this Agreement constitutes a constitute the valid and binding obligation obligations of the CompanyCompanies, enforceable against the Company Companies in accordance with its terms, their respective terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, equity (the “Bankruptcy and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyEquity Exception”)). (bc) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement Seller Ancillary Documents by the Company’s BankSeller, nor the consummation by the Company Seller of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank Seller with any of the terms or provisions of Section 1.12 of this Agreement, nor the execution and delivery of the Company Ancillary Documents by the Companies, nor the consummation by the Companies of the transactions contemplated thereby, will (i) violate any provision of the certificate articles of incorporation or by-laws bylaws of Seller, the Company Articles or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Company Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 3.4 are duly obtainedobtained and/or made, (xA) violate any Law Law, judgment, order, injunction or Order decree applicable to Seller, the Company or Companies, any of its Subsidiaries, their Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller, the Company Companies or any of its their Subsidiaries under, or trigger or change any rights or obligations (including any increase in payments owed) or require the consent of any Person under, or give rise to a right of cancellation, vesting, payment, exercise, suspension or revocation of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, or other instrument or obligation to which Seller, any of the Company Companies or any of its their Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Companyis bound.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (ix) the Parties’ obtaining (Ai) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (Bii) obtaining the other approvals listed in Section 3.04 3.4 of this Agreement and (iiy) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to (x) the Parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and the Bank Merger and (ii) the other approvals listed in Section 3.4 of this Agreement, to consummate the transactions contemplated by Section 1.12 of this the Bank Merger Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2ii) approved this Agreement, the Merger and the other transactions contemplated hereby, (3iii) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) transactions contemplated hereby be submitted to the Company's ’s shareholders for approval at the Company Shareholders’ Meeting and (4iv) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation The execution and delivery of the transactions contemplated by Section 1.12 of this Bank Merger Agreement has have been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement’s shareholders, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this the Bank Merger Agreement in accordance with the terms thereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this the Bank Merger Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 3.4 of this Agreement are duly obtainedobtained and except as set forth in Section 3.3(b) of the Company Disclosure Schedule, (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Each of the Company and Merger Sub has full corporate or limited liability company power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of enter into this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)Transactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved adopted by the Company Board and the Company and the managing member of Directors of Merger Sub, and, except for the Company. Consummation of the transactions contemplated by Section 1.12 adoption of this Agreement has been duly and validly approved by the Board Company, as the sole member of Directors Merger Sub, and the filing of the Company’s Bank. Except for Certificate of Merger with the approval Secretary of State of the Company Shareholder Matters by the requisite vote State of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementDelaware, no other corporate or limited liability company proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement or consummation of the Transactions. Except for (i) approval by the holders of a majority of the outstanding shares of Company Common Stock entitled to be voted in accordance with the DGCL at the Stockholders Meeting, or any adjournment or postponement thereof, to adopt this Agreement and approve the Merger, the amendment and restatement of the Company’s Bank Charter as provided by Section 1.2(a), the issuance of the shares of Company Common Stock as the Merger Consideration and (to the extent necessary to comply with NASDAQ listing requirements) the Reverse Split (ii) any approval of the holders of the Company Preferred Stock of this Agreement or the Transactions that is required pursuant to the Company Charter or the Company Bylaws (collectively, the “Stockholder Approval”), no votes or approvals of the holders of any class or series of Equity Interests of the Company are necessary to approve this Agreement and the consummation of the Transactions. The Company Charter and Company Bylaws are the Company’s only organizational documents, and there are no other Contracts defining or governing the rights of the holders of any Company Capital Stock or any of its other equity holders in their capacities as such, and, to consummate the transactions contemplated herebyknowledge of the Company, there are no Contracts between or among the holders of Company Capital Stock defining or governing the rights of the Company Capital Stock, as applicable. The Company Board has (i) determined that this Agreement and the Transactions are advisable and fair to and in the best interests of the Company’s stockholders, and (ii) resolved, subject to Section 6.3(c), to recommend that the Company’s stockholders adopt this Agreement and approve the Transactions. This Agreement has been duly and validly executed and delivered by the Company and (Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of BCHI and the due authorization, execution and delivery by Parent) of this Agreement by BCHI, constitutes a the valid and binding obligation agreement of each of the CompanyCompany and Merger Sub, enforceable against the Company and Merger Sub in accordance with its terms, except as enforcement such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and (B) is subject to general principles of equity, equity (regardless of whether applied enforceability is considered in a court of law proceeding at Law or a court of in equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, Sub nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofTransactions, or nor compliance by the Company or Merger Sub with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws bylaws or other equivalent organizational document, in each case, as amended, of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, the Company Subsidiaries or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 3.4 are duly obtainedobtained and/or made, (xA) violate any Law or Order applicable to the Company or Company, any of its Subsidiaries, the Company Subsidiaries or any of their respective material properties or assets, or any material Permit of the Company or a Company Subsidiary or by which any of the material assets of the Company or a Company Subsidiary are bound or subject, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent of or notice to any Person under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the respective properties or assets of the Company or any of its the Company Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyContract.

Authority; No Violation. (a) The Company C&N has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, subject to receipt of the required approvals of Regulatory Authorities described in Section 3.04 hereof and the Company’s compliance with such approvals. C&N Bank has full corporate power and authority to execute and deliver the Bank Plan of Merger Agreement and, subject to the Parties’ , and to consummate the transactions contemplated by Bank Plan of Merger subject to receipt of all necessary approvals of Regulatory Authorities described in Section 1.12 3.04 hereof and compliance with such approvals. The approval of C&N’s Shareholders is not required in connection with this Agreement in accordance with or the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, including the Merger and listing of shares of C&N Common Stock comprising the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”Stock Consideration). The execution and delivery of this Agreement by C&N and the consummation completion by C&N of the transactions contemplated hereby have been duly and validly approved by the Board board of Directors directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly C&N, and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank C&N are necessary to approve this Agreement and to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by C&N and, subject to receipt of the Company and (assuming due authorization, execution and delivery by Parent) this Agreement required approvals of Regulatory Authorities described in Section 3.04 hereof constitutes a the valid and binding obligation of the CompanyC&N, enforceable against the Company C&N in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by subject to applicable bankruptcy, insolvency and similar Laws laws affecting creditors' ’ rights generally and remedies generallysubject, as to enforceability, to general principles of equity. The Bank Plan of Merger, upon its execution and delivery by C&N Bank, will constitute the valid and binding obligation of C&N Bank, enforceable against C&N Bank in accordance with its terms, subject to applicable conservatorship and receivership provisions of the FDIA, or insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Neither None of (A) the execution and delivery of this Agreement by the Company or C&N, (B) the execution and delivery of the Bank Plan of Merger Agreement by the Company’s C&N Bank, nor (C) subject to receipt of approvals from the Regulatory Authorities referred to in Section 3.04 hereof and Citizens’ and C&N’s compliance with any conditions contained therein, the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or and (D) compliance by the Company with any of the terms C&N or provisions hereof or compliance by the Company’s C&N Bank with any of the terms or provisions of Section 1.12 this Agreement or of this Agreement, the Bank Plan of Merger will (i) violate conflict with or result in a breach of any provision of the certificate articles of incorporation or by-laws bylaws of the Company C&N or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or C&N Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order applicable to the Company C&N or any of its Subsidiaries, C&N Subsidiary or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company C&N or any of its Subsidiaries C&N Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which the Company or any of its Subsidiaries C&N is a party, or by which they or any of their respective properties or assets may be bound or affected, exceptexcept for such violations, with respect to conflicts, breaches or defaults under clause (ii) aboveor (iii) hereof which, such as either individually or in the aggregate aggregate, will not have a Material Adverse Effect on C&N or C&N’s or C&N Bank’s ability to consummate the Company.transactions contemplated herein. 20

Authority; No Violation. (a) The Each of Company and Company Subsidiary Bank has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval receipt of the Company’s shareholders as contemplated hereinRequisite Company Vote, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of each of Company and Company Subsidiary Bank, and the Company. Consummation consummation of the transactions contemplated by Section 1.12 of this Agreement Company Articles Amendment has been duly and validly approved by the Board of Directors of Company. The Board of Directors of Company, acting with the approval of not less than eighty percent (80%) of the number of the members of the Board of Directors of the Company, has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Company and its shareholders, has adopted and approved the Company Articles Amendment and this Agreement and the transactions contemplated hereby (including the Merger and the Company Articles Amendment), and has directed that this Agreement (including the Plan of Merger) and the Company Articles Amendment be submitted to Company’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. The Board of Directors of Company Subsidiary Bank has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Company Subsidiary Bank and its sole shareholder and has adopted a resolution to the foregoing effect. Company, as Company Subsidiary Bank’s sole shareholder, has approved this Agreement and the transactions contemplated hereby by written consent. Except for the approval of this Agreement and the Company Shareholder Matters Articles Amendment by the requisite affirmative vote of the Company's shareholders and execution holders of more than two-thirds of the Bank Merger outstanding shares of Company Common Stock entitled to vote on this Agreement in accordance with Section 1.12 of this Agreementand on the Company Articles Amendment at a meeting called therefor (the “Requisite Company Vote”), no other corporate proceedings on the part of the Company or the Company’s Company Subsidiary Bank are necessary to approve this Agreement and or to consummate the transactions contemplated herebyhereby (including the Merger and the Company Articles Amendment). This Agreement has been duly and validly executed and delivered by the each of Company and Company Subsidiary Bank and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of the Companyeach of Company and Company Subsidiary Bank, enforceable against the each of Company and Company Subsidiary Bank in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and similar Laws affecting creditors' rights and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Company Subsidiary Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company or Company Subsidiary Bank of the transactions contemplated hereby in accordance with (including the terms hereof or Merger and the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofCompany Articles Amendment), or nor compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Company Subsidiary Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the Company Articles, the Company Bylaws, the Company Subsidiary Bank Articles or the Company Subsidiary Bank Bylaws or the articles or certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws bylaws (or similar governing documents organizational documents) of any of its Subsidiaries, other Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as conflicts, breaches or defaults that, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (ix) the Parties’ obtaining (Ai) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (Bii) obtaining the other approvals listed in Section 3.04 3.4 of this Agreement and (iiy) the Company’s obtaining the approval of the Company’s shareholders holders of the Company Common Stock as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to (x) the Parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and the Bank Merger and (ii) the other approvals listed in Section 3.4 of this Agreement, to consummate the transactions contemplated by Section 1.12 of this the Bank Merger Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2ii) approved this Agreement, the Merger and the other transactions contemplated hereby, (3iii) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) transactions contemplated hereby be submitted to the Company's shareholders holders of the Company Common Stock for approval at the Company Shareholders’ Meeting and (4iv) resolved to recommend that the Company’s shareholders holders of the Company Common Stock approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation The execution and delivery of the transactions contemplated by Section 1.12 of this Bank Merger Agreement has have been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite vote of the Company's shareholders and execution holders of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementCompany Common Stock, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' ’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this the Bank Merger Agreement in accordance with the terms thereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this the Bank Merger Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 3.4 of this Agreement are duly obtainedobtained and except as set forth in Section 3.3(b) of the Company Disclosure Schedule, (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company Parent and Wyman Park each has full corporate ▇▇▇▇▇▇▇▇▇ power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement by Parent and Wyman Park and the consummation compl▇▇▇▇▇ ▇▇ ▇arent and Wyman Park of the transactions contemplated transa▇▇▇▇▇▇ ▇▇▇▇emplated hereby (other than the Bank Merger, which shall be approved by the Board of Directors of Wyman Park and by Bradfo▇▇, ▇▇ ▇▇▇ capacity as sole stockholder of Wyman Park following the ▇▇▇▇▇▇ ▇▇▇ the liquidation of each of Service Subsidiary and Parent into Bradford, after the Merger) have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly Parent and validly approved by the Board of Directors of the Company’s Bank. Except Wyman Park, respectively, ▇▇▇, ▇▇▇ept for the approval of the Company Shareholder Matters by stockholders of Parent and the requisite vote of Regulatory Authorities and as contemplated in the Company's shareholders and execution of parenthetical in the Bank Merger Agreement in accordance with Section 1.12 of this Agreementpreceding clause, no other corporate proceedings on the part of the Company Parent or the Company’s Bank Wyman Park are necessary to approve this Agreement and to consummate t▇ ▇▇▇▇▇▇▇▇ the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Wyman Park and subject to ▇▇▇▇▇▇▇▇ by the Company stockholders of Parent, receipt of the required approvals of the Regulatory Authorities described in Section 5.03 hereof and (assuming due authorizationapproval of the Bank Merger by the Board of Directors of Wyman Park and by Bradfor▇, execution ▇▇ ▇▇▇ ▇apacity as sole stockholder of Wyman Park following the M▇▇▇▇▇ ▇▇▇ the liquidation of each of Service Subsidiary and delivery by Parent) this Agreement Parent into Bradford, after the Merger, constitutes a the valid and binding obligation obligations of the CompanyParent and Wyman Park, enforceable against the Company ▇▇▇▇▇▇▇ ▇arent and Wyman Park in accordance with its terms▇▇▇▇ ▇▇▇ ▇erms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by subject to applicable bankruptcy, insolvency and similar Laws laws affecting creditors' rights generally, and remedies generallyas to Wyman Park, the conserv▇▇▇▇▇▇▇▇ ▇r receivership provisions of the FDIA, and subject, as to enforceability, to general principles of equity. (bA) Neither the The execution and delivery of this Agreement by Parent and Wyman Park, (B) subject ▇▇ ▇▇▇▇▇▇t of approvals from the Company or Regulatory Authorities referred to in Section 5.03 hereof, and Parent's and Bradford's compliance with any conditions contained therein, and subject to the execution and delivery receipt of the Bank Merger Agreement by the Company’s Bankapproval of Parent's stockholders, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or and (C) compliance by the Company Parent and Wyman Park with any of the terms or ▇▇▇▇▇ ▇▇ provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will not: (i) violate conflict with or result in a breach of any provision of the certificate Charter or Bylaws of incorporation Parent or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or Parent Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Parent or any of its Subsidiaries, Parent Subsidiary or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, Parent Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which the Company Parent or any of its Subsidiaries Parent Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, exceptexcept for such violations, with respect to conflicts, breaches or defaults under clause (ii) aboveor (iii) hereof which, such as either individually or in the aggregate aggregate, will not have a Material Adverse Effect on Parent and the CompanyParent Subsidiaries taken as a whole.

Authority; No Violation. (a) The Company Seller has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger other Transaction Documents and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents, and the Company’s consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the [unanimous] vote of the Board of Directors of the Seller. The Board of Directors of the Seller has directed that this Agreement and the transactions contemplated hereby, including the Merger, be submitted to the stockholders of the Seller for approval at a meeting of such stockholders and, except for the adoption of this Agreement by the Seller's stockholders, no other corporate action and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the other Transaction Documents or to consummate the Merger. This Agreement and the other Transaction Documents have been duly and validly executed and delivered by the Seller and (assuming due authorization, execution and delivery by the Buyer) constitute the valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms. (b) The Seller Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement andAgreement, subject to the Parties’ , perform its obligations thereunder and to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement the Bank Merger Agreement, the performance of its obligations thereunder and the consummation of the transactions contemplated hereby thereby have been duly and validly approved by the Board unanimous action of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Seller Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution adoption of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementby the Seller Bank's stockholders, no other corporate action and no other corporate proceedings on the part of the Company or the Company’s Seller Bank are necessary to approve this authorize the Bank Merger Agreement and or the performance of the Seller Bank's obligations thereunder or to consummate the transactions contemplated herebythereby. This Agreement has been The Bank Merger Agreement, upon execution and delivery by the Seller Bank, will be duly and validly executed and delivered by the Company Seller Bank and (assuming due authorizationwill constitute a legal, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of the CompanySeller Bank, enforceable against the Company Seller Bank in accordance with its terms, except as enforcement may . Seller shall cause the Bank Merger Agreement to be limited approved by general principles the stockholders of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallythe Seller Bank prior to the Effective Time. (bc) Neither the execution and delivery of this Agreement or the other Transaction Documents by the Company Seller nor the consummation by the Seller of the transactions contemplated hereby or thereby; nor the execution and delivery of the Bank Merger Agreement by the Company’s Seller Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Seller Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or thereby; nor compliance by the Company Seller or the Seller Bank with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementthereof, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.4 hereof are duly obtained, (x) violate any Law statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company Seller or any of its Subsidiaries, subsidiaries or by which any property or asset of the Seller or any of their respective properties its subsidiaries is bound or assetsaffected, or (yii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Seller or any of its Subsidiaries under, subsidiaries under any of the terms, conditions or provisions of (A) the Articles of Organization or other charter document of like nature or By-laws of the Seller or any of its subsidiaries, or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Seller is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to in the case of clause (iiii)(B) above, for such as violations, conflicts, breaches or defaults which either individually or in the aggregate will would not have a Material Adverse Effect on the CompanySeller.

Authority; No Violation. (a) The Company Subject to the approval of this Agreement and the transactions contemplated hereby, including the Merger and the merger of Market Bank with and into Peoples Bank, by the OTS and the Superintendent, by Peoples as the sole shareholder of Peoples Bank, and by the requisite vote of the Peoples' shareholders, (i) each of Peoples and Peoples Bank has full all of the requisite corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of enter into this Agreement and to perform all of its obligations hereunder; (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action by each of Peoples and validly approved Peoples Bank; and (iii) this Agreement is the valid and binding agreement of each of Peoples and Peoples Bank, enforceable against each of Peoples and Peoples Bank in accordance with its terms, (I) subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general applicability affecting the enforcement of creditors' rights generally and the effect of rules of law governing specific performance, injunctive relief and other equitable remedies on the enforceability of such documents and (II) except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 U.S.C. ss. 1818(b) or bY the appointment of a conservator by the Board of Directors of the CompanyFDIC. Consummation of the transactions contemplated by Section 1.12 of this This Agreement has been duly executed and validly approved delivered by the Board each of Directors of the Company’s Peoples and Peoples Bank. Except for . (b) Subject to the approval of this Agreement and the Company Shareholder Matters transactions contemplated hereby, including the Merger and the merger of Market Bank with and into Peoples Bank, by the OTS and the Superintendent, by Peoples as the sole shareholder of Peoples Bank, and by the requisite vote of the Company's shareholders and execution Peoples' shareholders,(i) Peoples has all of the Bank requisite corporate power and authority to enter into the Agreement of Merger Agreement in accordance with Section 1.12 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and perform all of its obligations thereunder; (assuming due authorization, execution and delivery by Parentii) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Agreement of Merger Agreement by the Company’s Bank, nor and the consummation by the Company of the transactions contemplated hereby in accordance with thereby have been duly authorized by all necessary corporate action by Peoples; and (iii) the terms hereof or Agreement of Merger is the consummation by the Company’s Bank valid and binding agreement of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofPeoples, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company.enforceable against Peoples

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 3.4 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ (iii) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (iv) obtaining the other approvals listed in Section 3.4 of this Agreement, to consummate the transactions contemplated by Section 1.12 1.14 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 1.14 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 1.14 of this Agreement, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 1.14 of this Agreement in accordance with the terms thereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 1.14 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 3.4 of this Agreement are duly obtainedobtained and except as set forth in Section 3.3(b) of the Company Disclosure Schedule, (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company SouthState has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals shareholder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the Board of Directors of the CompanySouthState. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of SouthState has determined, by the Companyunanimous vote of directors present at the applicable meeting, that the transactions contemplated hereby (including the Merger), on the terms and conditions set forth in this Agreement, are advisable and in the best interests of SouthState and its shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger and the Bank Merger), and has directed that this Agreement be submitted to SouthState’s Bankshareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval of this Agreement by the affirmative vote of two-thirds of the votes entitled to be cast on this Agreement by the holders of SouthState Common Stock (the “SouthState Merger Vote”), (ii) the approval of the Company Shareholder Matters issuance of shares of SouthState Common Stock in connection with the Merger (the “SouthState Share Issuance”) by the requisite affirmative vote of the Company's shareholders majority of the votes cast by the holders of SouthState Common Stock at the SouthState Meeting (the “SouthState Share Issuance Vote” and, together with the SouthState Merger Vote, the “Requisite SouthState Vote”), and execution (iii) the approval of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementby SouthState as SouthState Bank’s sole shareholder, no other corporate proceedings on the part of the Company or the Company’s Bank SouthState are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company SouthState and (assuming due authorization, execution and delivery by ParentIBTX) this Agreement constitutes a valid and binding obligation of the CompanySouthState, enforceable against the Company SouthState in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equity, whether applied SouthState Common Stock to be issued in a court the Merger have been validly authorized (subject to receipt of law or a court of equitythe Requisite SouthState Vote), and by bankruptcywhen issued, insolvency will be validly issued, fully paid and nonassessable, and no current or past shareholder of SouthState will have any preemptive right or similar Laws affecting creditors' rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankSouthState, nor the consummation by the Company SouthState of the transactions contemplated hereby in accordance with (including the terms hereof or Merger and the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofMerger), or nor compliance by the Company SouthState with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation or by-laws of SouthState Articles, the Company SouthState Bylaws or the certificate of incorporation, by-laws or similar governing organizational documents of any of its SubsidiariesSouthState Bank, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.4 are duly obtained, (x) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to the Company SouthState or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company SouthState or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company SouthState or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except, with respect to except (iiin the case of clauses (x) and (y) above) for such violations, such as conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate will aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanySouthState.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Option Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”)thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Company. Consummation Company prior to the date hereof (which approval satisfies in full the requirements of the transactions contemplated BCL regarding approval by Section 1.12 a board of this Agreement has been duly directors), and validly approved by the such approval is in full force and effect. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s Bank. Except 's stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption of this Agreement by the affirmative vote of the holders of two-thirds of the votes of the outstanding shares of the Company Shareholder Matters by the requisite Common Stock entitled to vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreementthereon, no other corporate proceedings on the part of the Company or the Company’s Bank and no other stockholder votes are necessary to approve this Agreement and to consummate the transactions contemplated hereby. The Board of Directors of the Company has resolved to recommend that the Company's stockholders approve and adopt this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. In addition, except as enforcement may be limited the Board of Directors has taken all requisite action such that (i) the Rights Plan and (ii) the freezeout, special shareholder voting and other requirements imposed by general principles Section 912 of equity, whether applied in a court of law or a court of equitythe BCL, and by bankruptcythe provisions of any other state "freezeout", insolvency and "fair price", "moratorium", "control share acquisition" or other similar Laws affecting creditors' rights and remedies generally. (b) Neither anti-takeover statute or regulation, are not applicable to the execution and delivery of this Agreement by the Company Merger or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyOption Agreement.

Authority; No Violation. (ai) The Company has full corporate power and authority to execute and deliver this Agreement andAgreement, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals perform its obligations hereunder and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, Closing. The execution and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date delivery of this Agreement, the Company’s performance by the Company of its obligations hereunder and the consummation of the Closing (including the Investment) have been declared advisable and duly and validly approved by the Board of Directors. As of or prior to the entry into this Agreement, the Board of Directors has (1) determined that this Agreement (A) the Company Share Issuance and the Merger are fair Conversions (collectively, the Investment), on the terms and subject to and the conditions set forth herein, is in the best interests of the Company and its shareholders stockholders and declared (B) the Merger issuance of the shares of Common Stock, Preferred Stock and/or Series A Preferred Stock, in each case, pursuant to the Other Investment Agreements and the other transactions contemplated hereby thereby, on the terms and subject to be advisablethe conditions set forth therein, in each case, are in the best interests of the Company and its stockholders and has adopted a resolution to the foregoing effect. Except for approval by the Company*s stockholders to (2x) approved this Agreement, adopt an amendment to the Merger and Company Certificate of Incorporation to increase the other transactions contemplated hereby, (3) directed that this Agreement and number of authorized shares of Common Stock therein to at least 200,000,000 by the Merger and certain related affirmative vote of a majority of votes cast by holders of shares of Common Stock at the meeting of the Company*s stockholders at which a vote is taken with respect to such matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting Charter Amendment), and (4y) resolved to recommend that if required under the Company’s shareholders approve applicable rules of the Merger and NYSE (the Exchange Approval) for issuance of shares of Common Stock in excess of 19.9% of the total voting power of the Company*s securities immediately preceding the entry into this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite affirmative vote of the Company's shareholders and execution holders of a majority of the Bank Merger Agreement in accordance with Section 1.12 shares of this Agreement, no other corporate proceedings on Common Stock at the part meeting of the Company or the Company’s Bank are necessary Company*s stockholders at which a vote is taken with respect to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company such matters ((x) and (assuming due authorizationy), execution and delivery by Parent) this Agreement constitutes a valid and binding obligation of collectively, the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally.Requisite Stockholder Vote), (bii) Neither None of the execution and delivery of this Agreement by the Company or Company, the execution and delivery of the Bank Merger Agreement performance by the Company’s BankCompany of its obligations hereunder, nor the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofInvestment, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (iA) violate any provision of the certificate Company Certificate of incorporation Incorporation or by-laws the Bylaws of the Company (as amended, restated, supplemented or otherwise modified from time to time, the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Company Bylaws) or (iiB) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 2.2(d) are duly obtained, (x) violate any Law or Order applicable to the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Companybound.

Authority; No Violation. (a) The Company Fifth Third has full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the CompanyFifth Third by action of its Executive Committee. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of Fifth Third has determined that this Agreement and the Company’s Bank. Except transactions contemplated hereby are in the best interests of Fifth Third and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Fifth Third's stockholders for adoption at a duly held meeting of such stockholders and, except for the approval of this Agreement and the Company Shareholder Matters transactions contemplated hereby, including the approval of the amendment of Fifth Third's Articles of Incorporation to authorize the issuance of an additional 300,000,000 shares of Fifth Third Common Stock (the "Fifth Third Charter Amendment") and the approval of the issuance of shares of Fifth Third Common Stock pursuant to the Merger, by the requisite affirmative vote of the Company's shareholders and execution holders of a majority of the Bank Merger Agreement in accordance with Section 1.12 outstanding shares of this AgreementFifth Third Common Stock voted at such meeting, no other corporate proceedings on the part of the Company or the Company’s Bank Old Kent are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Fifth Third and (assuming due authorization, execution and delivery by ParentOld Kent) this Agreement constitutes a valid and binding obligation obligations of the CompanyFifth Third, enforceable against the Company Fifth Third in accordance with its terms, terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and similar Laws affecting creditors' rights and remedies generallythe availability of equitable remedies). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankFifth Third, nor the consummation by the Company Fifth Third of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company Fifth Third with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate Fifth Third Articles or Code of incorporation or by-laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesRegulations, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement 4.4 are duly obtained, (x) violate any Law statute, code, ordinance, rule, regulation, judgment, writ, or Order Injunction applicable to the Company or Fifth Third, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or Fifth Third, any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or Fifth Third, any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to except (iiin the case of clause (y) above) for such violations, such as conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on the CompanyFifth Third.

Authority; No Violation. (a) The Except for the filing of the Proxy Statement (as defined in Section 7.14) under the Securities Exchange Act of 1934, as amended (the "1934 ACT"), the effectiveness of the Registration Statement (as defined in Section 7.14) and satisfaction of other requirements under the Securities Act of 1933, as amended (the "1933 ACT"), approval of the Merger by the affirmative vote of the holders of a majority in interest of the Company Common Stock, Nasdaq listing approval requirements for the Merger Consideration shares, and the filing of the Certificate of Merger in accordance with the GBCC and the DGCL, and except as set forth on Company Disclosure Schedule 4.3 (collectively, the "COMPANY APPROVALS"), no consents, approvals, authorizations, clearances or orders of, filings or registrations with or notices to (collectively, the "AUTHORIZATIONS") any third party or any Governmental Authority are necessary on behalf of Company or, to Company's Knowledge, any of the Company Stockholders, in connection with (i) the execution and delivery by Company and the Company Stockholders of this Agreement and all other documents, certificates and agreements executed pursuant to or in connection with this Agreement (collectively, the "MERGER DOCUMENTS") and (ii) the consummation by Company and the Company Stockholders of the Merger and the other transactions contemplated by this Agreement and the other Merger Documents. Subject to receipt of the Company Approvals, Company has the full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that by this Agreement and the other Merger and certain related matters (Documents in accordance with the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and terms of this Agreement at and the Company Shareholders’ Meeting (the “Company Board Recommendation”)other Merger Documents. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby other Merger Documents have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly Company and validly approved by the Board Management Stockholders in accordance with the Certificate of Directors Incorporation and bylaws of the Company’s BankCompany and with Applicable Laws. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementApprovals, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary for Company and the Management Stockholders to approve execute and deliver this Agreement and to consummate for Company and the transactions contemplated herebyCompany Stockholders be bound by the terms of this Agreement and, when executed and delivered, the other Merger Documents. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution the Management Stockholders and delivery by Parent) this Agreement constitutes a the valid and binding obligation of Company and the Company, Management Stockholders enforceable against Company and the Company Management Stockholders in accordance with its terms, except as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by applicable bankruptcy, insolvency and insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws laws affecting the enforcement of creditors' rights generally, and remedies generallyexcept that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankManagement Stockholders, nor the consummation by Company and the Company Stockholders of the transactions contemplated hereby in accordance with Merger and the terms hereof or the consummation by the Company’s Bank of the other transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofof this Agreement and the other Merger Documents, or nor compliance by Company and the Company with any of the terms or provisions hereof or compliance by the Company’s Bank Stockholders with any of the terms or provisions of Section 1.12 of this AgreementAgreement or the other Merger Documents, will will: (i) violate any provision of the certificate of incorporation or by-laws of assuming the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement Approvals are duly obtained, (x) violate any Law or Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the Company.any

Authority; No Violation. (a) Except as disclosed on Purchaser Disclosure Schedule 6.2(a) (collectively, "PURCHASER APPROVALS"), no Authorizations to any third party or Governmental Authority are necessary on behalf of the Purchaser in connection with (i) the execution and delivery by the Purchaser of this Agreement and the other Purchase Agreements, (ii) the consummation by the Purchaser of the transactions contemplated hereby and thereby and (iii) the performance of the Purchaser's obligations under this Agreement and the other Purchase Agreements. The Company Purchaser has full corporate the requisite power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger other Purchase Agreements to which it is a party and (B) obtaining the consummation by the Purchaser of the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, hereby and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement thereby in accordance with the terms hereof and thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the other Purchase Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors members and managers of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement Purchaser in accordance with Section 1.12 the Articles of this Agreement, no Organization and the Operating Agreement of the Purchaser and applicable Laws. No other corporate proceedings on the part of the Company or the Company’s Bank Purchaser are necessary to approve this Agreement and to consummate the transactions contemplated herebyso contemplated. This Agreement has and the other Purchase Agreements have been duly and validly executed and delivered by the Company Purchaser and (assuming due authorization, execution and delivery by Parent) this Agreement constitutes a constitute the valid and binding obligation of the Company, Purchaser enforceable against the Company Purchaser in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by subject to bankruptcy, insolvency and similar Laws laws of general application relating to or affecting creditors' creditors rights and remedies generallyto general equitable principles. (b) Neither the execution and delivery of this Agreement and the other Purchase Agreements to which it is a Party by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankPurchaser, nor the consummation by the Company Purchaser of the transactions contemplated hereby and thereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms and thereof, or nor compliance by the Company Purchaser with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementand thereof, will (i) violate any provision of the certificate Purchaser's Articles of incorporation Organization or by-laws of the Company or the certificate of incorporationOperating Agreement, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 of this Agreement are duly obtained, (x) violate any Law or Order Laws applicable to the Company Purchaser or any of its Subsidiaries, or any of their respective properties or assets, or (yiii) except where a waiver or consent had been obtained or will be obtained prior to Closing, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, Purchaser under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Purchaser is a party, or by which they it or any of their respective its properties or assets may be bound or affected, affected except, with respect to (ii) and (iii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyPurchaser, and which will not prevent or delay the consummation of the transactions contemplated hereby.

Authority; No Violation. (a) The Company Bank has full corporate power and authority to execute and deliver this Agreement andAgreement, subject to (ix) the Parties’ obtaining (Ai) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (Bii) obtaining the other approvals listed in Section 3.04 3.4 of this Agreement and (iiy) the Company’s obtaining the approval of the CompanyBank’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the CompanyBank’s Board of Directors has (1i) determined that this Agreement and the Merger are fair to and in the best interests of the Company Bank and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2ii) approved this Agreement, the Merger and the other transactions contemplated hereby, (3iii) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) transactions contemplated hereby be submitted to the Company's Bank’s shareholders for approval at the Company Bank Shareholders’ Meeting and (4iv) resolved to recommend that the CompanyBank’s shareholders approve the Merger and this Agreement at the Company Bank Shareholders’ Meeting (the “Company Bank Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of the Company’s Bank. Except for the approval adoption of the Company Shareholder Matters this Agreement by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementBank’s shareholders, no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Bank and (assuming due authorization, execution and delivery by ParentAcquiror) this Agreement constitutes a valid and binding obligation of the CompanyBank, enforceable against the Company Bank in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws laws affecting creditors' ’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by the Company Bank of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereof, or compliance by the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreementhereof, will (i) violate any provision of the certificate of incorporation or by-laws bylaws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesBank, or (ii) assuming that the consents and approvals referred to in Section 3.04 3.4 of this Agreement are duly obtainedobtained and except as set forth in Section 3.3(b) of the Bank Disclosure Schedule, (x) violate any Law law or Order applicable to the Company Bank, or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries underBank, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Bank is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on the CompanyBank.

Authority; No Violation. (a) The Company Farmers has full corporate (or similar) power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate receipt of the Merger Regulatory Approvals and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated hereinFarmers Shareholder Approval, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly adopted and approved by the Board of Directors of the CompanyFarmers. Consummation of the transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the The Board of Directors of Farmers has determined that the Company’s BankMerger, on the terms and conditions set forth in this Agreement, is in the best interests of Farmers and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Farmers’ shareholders for approval at a duly held Farmers Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the Company Shareholder Matters by transactions contemplated hereby at the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this AgreementFarmers Shareholders’ Meeting, no other corporate proceedings on the part of the Company or the Company’s Bank Farmers are necessary to approve this Agreement and Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Farmers and (assuming due authorization, execution and delivery by ParentCivista and Civista Bank) this Agreement constitutes a the valid and binding obligation obligations of the CompanyFarmers, enforceable against the Company Farmers in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, equity (the “Bankruptcy and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generallyEquity Exception”)). (b) Neither the execution and delivery of this Agreement by the Company or the execution and delivery of the Bank Merger Agreement by the Company’s BankFarmers, nor the consummation by the Company Farmers of the transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereofhereby, or nor compliance by the Company Farmers with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the certificate of incorporation or by-laws of the Company Farmers Articles or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Farmers Code or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 of this Agreement 3.4 are duly obtainedobtained and/or made, (xA) violate any Law Law, judgment, order, injunction or Order decree applicable to the Company Farmers or any of its Subsidiaries, or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries Farmers under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which the Company Farmers is a party or by which it or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedis bound, except, with respect to clause (ii) above), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, individually or in the aggregate will not aggregate, to have a Material Adverse Effect on the CompanyFarmers.