Common use of Authorization; No Violation Clause in Contracts

Authorization; No Violation. The execution and delivery of this Agreement by Community Bankshares and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Community Bankshares (other than the approval of this Agreement and the Merger by the holders of the Community Bankshares Common Stock), and, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery and performance of this Agreement by Community Bankshares, nor the consummation of the transactions contemplated hereby (including the Bank Merger), nor the compliance by Community Bankshares with any of the provisions of this Agreement, will: (i) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares or any Subsidiary of Community Bankshares under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares or any of its Subsidiaries is a party or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, or (ii) violate any Order or Law applicable to Community Bankshares or any of its Subsidiaries or any of their respective properties or assets.

Authorization; No Violation. The execution (a) Each of Purchaser and delivery of this Agreement by Community Bankshares Merger Sub has the corporate or limited liability company power and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Community Bankshares (other than the approval of authority, as applicable, to enter into this Agreement and the Merger by the holders of the Community Bankshares Common Stock), and, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with carry out its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawobligations hereunder. Neither the The execution, delivery and performance of this Agreement by Community BanksharesPurchaser and Merger Sub, and the consummation of the transactions contemplated hereby, have been duly authorized by the requisite corporate and limited liability company action of Purchaser and Merger Sub, as applicable. This Agreement has been duly and validly executed and delivered by Purchaser and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by Company, is a valid and binding obligation of Purchaser and Merger Sub enforceable against Purchaser and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. Except for the adoption and approval of the Bank Merger Agreement by the board of directors of PlainsCapital Bank and by PlainsCapital Corporation as its sole shareholder, no other corporate proceedings are necessary for the execution and delivery by Purchaser and Merger Sub of this Agreement, the performance by Purchaser and Merger Sub of their obligations under this Agreement or the consummation by Purchaser and Merger Sub of the transactions contemplated by this Agreement. (b) Neither the execution, delivery and performance by Purchaser or Merger Sub of this Agreement, nor the consummation of the transactions contemplated hereby (including the Bank Merger)by this Agreement, nor the compliance by Community Bankshares Purchaser and Merger Sub with any of the provisions of this Agreement, will: will (i) violate, conflict with, or result in a breach of any of the provisions provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or accelerationacceleration of, or result in the creation of of, any lienLien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares Purchaser or any Subsidiary subsidiary of Community Bankshares Purchaser under any of the material terms, conditions or provisions of (aA) the Certificate certificate of Incorporation incorporation or by-laws bylaws of Purchaser and its subsidiaries (or analogous organizational similar governing documents) of Community Bankshares or any of its Subsidiaries or (bB) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares Purchaser or any subsidiary of its Subsidiaries Purchaser is a party or by which Community Bankshares or any of its Subsidiaries it may be bound, or to which Community Bankshares Purchaser or any subsidiary of Purchaser or any of its Subsidiaries or their respective the properties or assets of Purchaser or any subsidiary of Purchaser may be subject, or (ii) violate any Order ordinance, permit, concession, grant, franchise, law, statute, rule or Law regulation or any judgment, ruling, order, writ, injunction or decree applicable to Community Bankshares Purchaser or any subsidiary of its Subsidiaries Purchaser or any of their respective properties or assetsassets other than, in the case of this subclauses (i)(B) and (ii), for such violation or violations or other matters that would not reasonably be expected to have a Purchaser Material Adverse Effect or would reasonably be expected to prevent, impair or materially delay the ability of Purchaser to consummate the Merger. (c) Except for (i) the Regulatory Approvals, (ii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Form S-4, (iii) the filing of (A) the Certificate of Merger with the Delaware Secretary and (B) the Bank Merger Certificates, (iv) any notices or filings under the HSR Act, and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Purchaser Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity or any other person are necessary in connection with the due execution, delivery, performance, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby including the Merger and the Bank Merger except as would not reasonably be expected to have a Purchaser Material Adverse Effect or would not reasonably be expected to prevent, impair or materially delay the ability of Purchaser to consummate the Merger. As of the date of this Agreement, Purchaser has no knowledge of any reason why any Requisite Regulatory Approvals to be obtained by it should not be granted on a timely basis.

Authorization; No Violation. (i) The execution execution, delivery and delivery performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement by Community Bankshares and all of the other agreements and instruments contemplated hereby to which Parent or Merger Sub is a party and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action Parent and Merger Sub, as applicable, and no other act or proceeding on the part of Community Bankshares (other than Parent or Merger Sub, their respective boards of directors or managers or equity holders is necessary to authorize the approval execution, delivery or performance of this Agreement and the Merger by the holders all of the Community Bankshares Common Stock), and, subject other agreements and instruments contemplated hereby to which Parent or Merger Sub is a party and the terms consummation of the transactions contemplated hereby. This Agreement has been duly executed and conditions of this Agreement, this Agreement delivered by Parent and Merger Sub and constitutes the legal, a valid and binding obligation of Community BanksharesParent and Merger Sub, enforceable against it in accordance with its terms, except as limited by (x) subject to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws insolvency and other similar laws affecting the enforceability of creditors' ’ rights generallygenerally and the discretion of courts in granting or denying equitable remedies, and each of the other agreements and instruments contemplated hereby to which Parent or Merger Sub is a party, when executed and delivered by Parent or Merger Sub, as applicable, in accordance with the terms hereof, shall each constitute a valid and binding obligation of Parent or Merger Sub, as applicable, enforceable with its respective terms, subject to applicable bankruptcy, insolvency and other laws affecting the enforceability of creditors’ rights generally and the discretion of courts in granting equitable relief. (yii) general principles Neither Parent nor Merger Sub is subject to or obligated under its Organizational Documents, or any applicable Law of equityany Governmental Entity, regardless of whether asserted in a proceeding in equity or at law. Neither the any agreement, instrument, license or permit, or subject to any order, writ, injunction or decree, which would be breached or violated by its execution, delivery and or performance of this Agreement by Community Bankshares, nor or the consummation of the transactions contemplated hereby (including the Bank Merger), nor the compliance by Community Bankshares with any of the provisions of this Agreement, will: (i) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares or any Subsidiary of Community Bankshares under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares or any of its Subsidiaries is a party or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, or (ii) violate any Order or Law applicable to Community Bankshares or any of its Subsidiaries or any of their respective properties or assetshereby.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Community Bankshares and the consummation performance of the transactions contemplated hereby Company’s obligations hereunder have been duly and validly authorized unanimously by all necessary corporate the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s articles of incorporation, by-laws, the WBCL, or any Applicable Law, court order or decree to which the Company or a Company Subsidiary is a party or subject, or by which the Company or a Company Subsidiary, or any of their respective properties are bound, and no other action on the part of Community Bankshares (the Company or a Company Subsidiary is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, other than the requisite approval of this Agreement and the Merger by the holders shareholders of the Community Bankshares Common StockCompany (the “Company Shareholder Approval”). This Agreement, andwhen executed and delivered, and subject to the consents and regulatory approvals described in Section 2.5, will be a valid, binding and enforceable obligation of the Company, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with its terms, except as limited by (x) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other moratorium or similar laws affecting creditors' rights generally, creditors generally and (y) to general principles of equity, regardless . The only votes of whether asserted in a proceeding in equity holders of any class or at law. Neither the execution, delivery and performance series of Company capital stock necessary to approve this Agreement by Community Banksharesand the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, nor the consummation Voting Agreement or any of the transactions contemplated hereby thereby and hereby. (including the Bank Merger), nor the compliance by Community Bankshares with any b) Subject to receipt of the provisions consents or approvals set forth in Schedule 2.5, the execution and delivery of this AgreementAgreement and the performance of the Company’s obligations hereunder do not and will not result in any default or give rise to any right of termination, will: cancellation or acceleration under any Company Material Contract, except for such rights of termination, cancellation or acceleration that, either individually or in the aggregate, would not reasonably be expected to (i) violatematerially interfere with the Ordinary Course of Business conducted by the Company, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, Company Subsidiary or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares or any Subsidiary of Community Bankshares under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares or any of its Subsidiaries is a party or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, Surviving Company or (ii) violate any Order or Law applicable to Community Bankshares or any of its Subsidiaries or any of their respective properties or assetshave a Material Adverse Effect on the Company.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Community Bankshares and the consummation performance of the transactions contemplated hereby Company’s obligations hereunder have been duly and validly authorized by all necessary corporate the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s articles of incorporation, by-laws, the MGCL, or any Applicable Law, court order or decree to which the Company or a Company Subsidiary is a party or subject, or by which the Company or a Company Subsidiary, or any of their respective properties are bound, and no other action on the part of Community Bankshares (the Company or a Company Subsidiary is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, other than the requisite approval of this Agreement and the Merger by the holders stockholders of the Community Bankshares Common StockCompany (the “Company Stockholder Approval”). This Agreement, andwhen executed and delivered, and subject to the consents and regulatory approvals described in Section 2.5, will be a valid, binding and enforceable obligation of the Company, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with its terms, except as limited by (x) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other moratorium or similar laws affecting creditors' rights generally, creditors generally and (y) to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of a majority of the outstanding shares of Company Common Stock. (b) Subject to receipt of the consents or approvals set forth in Schedule 2.5, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, execution and delivery and performance of this Agreement by Community Bankshares, nor and the consummation performance of the transactions contemplated hereby (including Company’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any Company Material Contract, except for such rights of termination, cancellation or acceleration that, either individually or in the Bank Merger)aggregate, nor the compliance by Community Bankshares with any of the provisions of this Agreement, will: would not reasonably be expected to (i) violatematerially interfere with the Ordinary Course of Business conducted by the Company, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, Company Subsidiary or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares or any Subsidiary of Community Bankshares under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares or any of its Subsidiaries is a party or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, Surviving Corporation or (ii) violate any Order or Law applicable to Community Bankshares or any of its Subsidiaries or any of their respective properties or assetshave a Material Adverse Effect on the Company.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Community Bankshares and the consummation performance of the transactions contemplated hereby Company’s obligations hereunder have been duly and validly authorized unanimously by all necessary corporate the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s articles of incorporation, by-laws, the IBCA, or any Applicable Law, court order or decree to which the Company or a Company Subsidiary is a party or subject, or by which the Company or a Company Subsidiary, or any of their respective properties are bound, and no other action on the part of Community Bankshares (the Company or a Company Subsidiary is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, other than the requisite approval of this Agreement and the Merger by the holders stockholders of the Community Bankshares Common StockCompany (the “Company Stockholder Approval”). This Agreement, andwhen executed and delivered, and subject to the consents and regulatory approvals described in Section 2.5, will be a valid, binding and enforceable obligation of the Company, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with its terms, except as limited by (x) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other moratorium or similar laws affecting creditors' rights generally, creditors generally and (y) to general principles of equity, regardless . The only votes of whether asserted in a proceeding in equity holders of any class or at law. Neither the execution, delivery and performance series of Company capital stock necessary to approve this Agreement by Community Banksharesand the Merger are the holders of at least two-thirds of the outstanding shares of Company Common Stock. No state takeover statute or similar statute or regulation applies to this Agreement, nor the consummation Voting Agreement or any of the transactions contemplated hereby thereby and hereby. (including the Bank Merger), nor the compliance by Community Bankshares with any b) Subject to receipt of the provisions consents or approvals set forth in Schedule 2.5, the execution and delivery of this AgreementAgreement and the performance of the Company’s obligations hereunder do not and will not result in any default or give rise to any right of termination, will: cancellation or acceleration under any Company Material Contract, except for such rights of termination, cancellation or acceleration that, either individually or in the aggregate, would not reasonably be expected to (i) violatematerially interfere with the Ordinary Course of Business conducted by the Company, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, Company Subsidiary or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares or any Subsidiary of Community Bankshares under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares or any of its Subsidiaries is a party or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, Surviving Company or (ii) violate any Order or Law applicable to Community Bankshares or any of its Subsidiaries or any of their respective properties or assetshave a Material Adverse Effect on the Company.

Authorization; No Violation. The execution (a) Company has the corporate power and delivery of this Agreement by Community Bankshares and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Community Bankshares (other than the approval of authority to enter into this Agreement and the Merger by the holders of the Community Bankshares Common Stock), and, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with carry out its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawobligations hereunder. Neither the The execution, delivery and performance of this Agreement by Community BanksharesCompany, and the consummation of the transactions contemplated hereby, have been duly authorized by the Board of Directors of Company. This Agreement has been duly and validly executed and delivered by Company and, assuming due authorization, execution and delivery of this Agreement by Purchaser and Merger Sub, is a valid and binding obligation of Company enforceable against Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganizations, fraudulent transfer or similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law) (the “Bankruptcy and Equity Exception”). No other corporate proceedings are necessary for the execution and delivery by Company of this Agreement, the performance by Company of its obligations under this Agreement or the consummation by Company of the transactions contemplated by this Agreement except the Company Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of Southwest Securities, FSB and by the Company as its sole shareholder. (b) The Board of Directors of Company, at a meeting duly called and held in compliance with the requirements of the DGCL, has (i) determined that the transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, Company and its stockholders (other than Purchaser); (ii) adopted and approved this Agreement and approved the transactions contemplated hereby, including the Merger; (iii) determined to recommend that the stockholders of Company adopt this Agreement and approve the transactions contemplated hereby, including the Merger; and (iv) taken all action required to be taken by them in order to exempt the Merger, this Agreement and the other transactions contemplated hereby, from the requirements of any “fair price,” “moratorium,” “control share acquisition,” “affiliate transaction,” “business combination” or other form of anti-takeover laws and regulations enacted under state, federal or other laws (including Section 203 of the DGCL) (any of the foregoing, a “Takeover Law”) that may purport to be applicable to the Merger, this Agreement and the other transactions contemplated hereby. (c) Neither the execution, delivery and performance by Company of this Agreement, nor the consummation of the transactions contemplated hereby (including the Bank Merger)by this Agreement, nor the compliance by Community Bankshares Company with any of the provisions of this Agreement, will: will (i) violate, conflict with, or result in a breach of any of the provisions provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or accelerationacceleration of, or result in the creation of of, any lienLien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares Company or any Subsidiary subsidiary of Community Bankshares Company under any of the terms, conditions or provisions of (aA) the Certificate certificate of Incorporation incorporation or by-laws bylaws of Company or any subsidiary of Company (or analogous organizational similar governing documents) of Community Bankshares or any of its Subsidiaries or (bB) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares Company or any subsidiary of its Subsidiaries Company is a party or by which Community Bankshares or any of its Subsidiaries it may be bound, or to which Community Bankshares Company or any subsidiary of Company or any of its Subsidiaries or their respective the properties or assets of Company or any subsidiary of Company may be subject, or (ii) assuming that the consents, approvals and filings referred to in Section 3.4(d) are duly obtained, violate any Order ordinance, permit, concession, grant, franchise, law, statute, rule or Law regulation or any judgment, ruling, order, writ, injunction or decree applicable to Community Bankshares Company or any subsidiary of its Subsidiaries Company or any of their respective properties or assetsassets other than, in the case of subclauses (i)(B) and (ii), for such violation or violations or other matters that would not reasonably be expected to have a Company Material Adverse Effect or would reasonably be expected to prevent, impair or materially delay the ability of Company to consummate the Merger. No consents or approvals are required under applicable law to effect the assignment or continuation of each investment advisory, sub-advisory, investment management, trust or similar agreement of Company or any of its subsidiaries with any investment advisory client in connection with the transactions contemplated hereby, including with respect to any change of control of any person in connection therewith except for such agreements that are not, individually or in the aggregate, material to Company and its subsidiaries taken as a whole. (d) Except for (i) filings of required applications and notices with, and the receipt of consents, required authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (the “SEC”), the Commodity Futures Trading Commission, the NYSE, state securities authorities, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) the filing of any other required applications, filings or notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Office of the Comptroller of the Currency (the “OCC”), the Texas Department of Banking, any other foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each of the bodies set forth in clauses (i) and (ii), a “Governmental Entity”) and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of a proxy statement in definitive form relating to the Company Stockholders’ Meeting (the “Proxy Statement”) and of a registration statement on Form S-4 (or such other applicable form) (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (iv) the filing of (A) the Certificate of Merger with the Delaware Secretary and (B) the Bank Merger Certificates, (v) any notices or filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Purchaser Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity or any other person are necessary in connection with the due execution, delivery, performance, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby including the Merger and the Bank Merger, and, in each case, the satisfaction of any applicable waiting periods thereafter, except as would not reasonably be expected to have a Company Material Adverse Effect or would not reasonably be expected to prevent, impair or materially delay the ability of Company to consummate the Merger. As of the date of this Agreement, Company has no knowledge of any reason why any Requisite Regulatory Approvals to be obtained by it should not be granted on a timely basis.

Authorization; No Violation. The execution (a) Purchaser has the corporate power and delivery of this Agreement by Community Bankshares and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Community Bankshares (other than the approval of authority to enter into this Agreement and the Merger by the holders of the Community Bankshares Common Stock), and, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with carry out its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawobligations hereunder. Neither the The execution, delivery and performance of this Agreement by Community BanksharesPurchaser, and the consummation of the transactions contemplated hereby, have been duly authorized by the requisite corporate action of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and, assuming due authorization, execution and delivery of this Agreement by Seller, is a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, subject to the Bankruptcy and Equity Exception. Except for the adoption and approval of the Bank Merger Agreement by the board of directors of HeritageBank and by Purchaser as its sole shareholder, no other corporate proceedings are necessary for the execution and delivery by Purchaser of this Agreement, the performance by Purchaser of its obligations under this Agreement or the consummation by Purchaser of the transactions contemplated by this Agreement. (b) Neither the execution, delivery and performance by Purchaser of this Agreement, nor the consummation of the transactions contemplated hereby (including the Bank Merger)by this Agreement, nor the compliance by Community Bankshares Purchaser with any of the provisions of this Agreement, will: will (i) violate, conflict with, or result in a breach of any of the provisions provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or accelerationacceleration of, or result in the creation of of, any lienLien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares or any Subsidiary of Community Bankshares Purchaser Entity under any of the material terms, conditions or provisions of (aA) the Certificate articles of Incorporation incorporation or by-laws bylaws of any Purchaser Entity (or analogous organizational similar governing documents) of Community Bankshares or any of its Subsidiaries or (bB) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares or any of its Subsidiaries Purchaser Entity is a party or by which Community Bankshares or any of its Subsidiaries it may be bound, or to which Community Bankshares any Purchaser Entity or any of its Subsidiaries or their respective the properties or assets of any Purchaser Entity may be subject, or (ii) violate any Order ordinance, permit, concession, grant, franchise, law, statute, rule or Law regulation or any judgment, ruling, order, writ, injunction or decree applicable to Community Bankshares or any of its Subsidiaries Purchaser Entity or any of their respective properties or assetsassets other than, in the case of subclauses (i)(B) and (ii), for such violation or violations or other matters that would not reasonably be expected to have a Purchaser Material Adverse Effect or would reasonably be expected to prevent, impair or materially delay the ability of Purchaser to consummate the Merger. (c) Except for: (i) the Regulatory Approvals; (ii) the filing and declaration of effectiveness of the Form S-4; (iii) the filing of (A) the Articles of Merger with the Maryland State Department of Assessments and Taxation and the Secretary of State of the State of Florida and (B) the Bank Merger Certificates; (iv) any notices or filings under the HSR Act; and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Purchaser Common Stock on NASDAQ, no consents or approvals of or filings or registrations with any Governmental Authority or any other Person are necessary in connection with the due execution, delivery, performance, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby including the Merger and the Bank Merger except as would not reasonably be expected to have a Purchaser Material Adverse Effect or would not reasonably be expected to prevent, impair or materially delay the ability of Purchaser to consummate the Merger. As of the date of this Agreement, Purchaser has no Knowledge of any reason why any requisite Regulatory Approvals to be obtained by it: (a) should not be granted on a timely basis; or (b) may be conditioned or restricted in any manner (including any requirement relating to the raising of additional capital or the disposition of Assets) which may be likely to materially and adversely affect the business, operations, financial condition, property or assets of the combined enterprise of Seller and Purchaser or otherwise materially impair the value of Seller to Purchaser.

Authorization; No Violation. The (a) Subject to the obtaining of the approval of the Company’s shareholders at the Company Shareholders Meeting, the execution and delivery by the Company of this Agreement and the agreements provided herein, and the consummation of all transactions contemplated hereunder and thereunder by the Company and the Operating Company have been duly authorized by all requisite corporate action on the part of the Company, the Operating Company and their respective officers, directors and shareholders. This Agreement has been duly and validly executed and delivered by the Company and the Operating Company. Assuming the due authorization, execution and delivery of this Agreement by Community Bankshares Purchaser and the other parties hereto, other than the Company and the Operating Company (and, in the case of the other agreements, by the parties thereto, other than the Company and the Operating Company), this Agreement and each other agreement contemplated hereby to which the Company and the Operating Company are a party constitute valid and legally binding obligations of the Company and the Operating Company, enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (b) The execution, delivery and performance by the Company and the Operating Company of this Agreement and the agreements provided for herein, the consummation by the Company and the Operating Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on thereby, will not, with or without the part giving of Community Bankshares notice or the passage of time or both, (other than i) violate the approval of this Agreement and the Merger by the holders provisions of the Community Bankshares Common Stock), and, subject Memorandum of Association or Bye-laws or the certificates of incorporation or bylaws or other charter or organizational documents of the Operating Company or of any other Company Entity or (ii) assuming that the consents and approvals specifically referred to in Section 3.4 of the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with its terms, except Disclosure Schedule (as limited by to clause (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws with respect to Governmental Entities and other similar laws affecting creditors' rights generally, and as to clause (y) general principles of equitywith respect to Governmental Entities and non-Governmental Entities) are duly obtained, regardless of whether asserted in a proceeding in equity (x) violate any Laws and Regulations applicable to any Company Entity or at law. Neither the execution, delivery and performance of this Agreement by Community Bankshares, nor the consummation of the transactions contemplated hereby (including the Bank Merger), nor the compliance by Community Bankshares with any of the provisions of this Agreementtheir respective Assets, will: or (iy) violate, conflict with, or result in a breach of any provision of or the provisions ofloss of any benefit under, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, of or accelerate the performance required by, or result in a right of termination or accelerationcancellation under, accelerate the performance required by or rights or obligations under, or result in the creation of any lien, security interest, charge or encumbrance Lien (other than Permitted Liens) upon any of the properties or assets respective Assets of Community Bankshares or any Subsidiary of Community Bankshares under Company Entity under, any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Community Bankshares or any of its Subsidiaries Company Entity is a party party, or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, or (ii) violate any Order or Law applicable to Community Bankshares or any of its Subsidiaries they or any of their respective properties Assets or assetsbusiness activities may be bound or affected, except (with respect to this clause (y) only) for any such violations, conflicts or breaches that would not have, individually or in the aggregate, a Company Material Adverse Effect.

Authorization; No Violation. The execution Subject to obtaining the Requisite Buyer Vote, the Buyer Parties have all requisite corporate power and delivery of authority to enter into, deliver and execute this Agreement by Community Bankshares and each of the consummation of Transaction Documents to which the Buyer Parties are a party and to carry out the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on thereby. This Agreement constitutes and when executed and delivered at the part of Community Bankshares (other than the approval of this Agreement and the Merger by the holders Closing, each of the Community Bankshares Common Stock), and, subject Transaction Documents to which the terms Buyer Parties are a party when executed and conditions of this Agreement, this Agreement constitutes delivered after the date hereof will constitute the legal, valid and binding obligation of Community Banksharesthe Buyer Parties, enforceable against it each of them in accordance with its terms, terms (except as such enforceability may be limited by (x) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other reorganization or similar laws affecting which affect the enforcement of creditors' rights generally, generally or by equitable principles relating to enforceability). All corporate proceedings and (y) general principles action required to be taken by the Buyer Parties and their respective Boards of equity, regardless of whether asserted in a proceeding in equity or at law. Neither Directors relating to the execution, delivery and performance of this Agreement by Community Bankshares, nor and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby (including and thereby shall have been duly taken by the Bank Merger)Closing. The execution, nor delivery and performance of this Agreement and Transaction Documents to which the compliance by Community Bankshares with Buyer Parties are a party and any other agreement or document necessary to the consummation of the provisions of this Agreementtransactions contemplated hereby and thereby, will: will not (i) violate, conflict with, with or result in a breach of violate any provision of the provisions ofArticles or Certificates of Incorporation or Bylaws of the Buyer Parties, (ii) with or constitute a default (or an event which, with without the giving of notice or lapse the passage of time, or both, would result in a breach of, or violate, or be in conflict with, or constitute a default) default under, or result in permit the termination of, or accelerate the performance required bycause or permit acceleration under, any material contract or result in a right of termination or acceleration, or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares instrument or any Subsidiary of Community Bankshares under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument debt or obligation to which Community Bankshares or any of its Subsidiaries is the Buyer Parties are a party or by which Community Bankshares or any subject, however, to Buyer obtaining the consent of its Subsidiaries may lenders which will be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subjectobtained in connection with the Closing, or (iiiii) violate any Order law, rule or Law applicable to Community Bankshares regulation or any order, judgment, decree or award of its Subsidiaries any court, governmental authority or arbitrator to or by which any of the Buyer Parties are subject or bound. Except as set forth on Schedule 10.3, no consent, approval or authorization of, or declaration, filing or registration with, or notice to, any governmental or regulatory authority or any other third party is required to be obtained or made by the Buyer Parties in connection with the execution, delivery and performance of their respective properties this Agreement or assetsthe Transaction Documents or the consummation of the transactions contemplated hereby and thereby.

Authorization; No Violation. The Subject to the filing of the Articles of Merger pursuant to the FBCA and FRLLCA, the execution and delivery of this Agreement by Community Bankshares BFC and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Community Bankshares (BFC and all necessary limited liability company action on the part of Merger Sub, and no other than corporate action on the approval part of BFC or limited liability company action on the part of Merger Sub is necessary in connection with the execution and delivery of this Agreement by BFC and Merger Sub or the Merger by the holders consummation of the Community Bankshares Common Stock), and, subject transactions contemplated hereby. Subject to the terms and conditions of this AgreementAgreement and assuming the due and valid authorization, execution and delivery hereof by BBX Capital, this Agreement constitutes the legal, valid and binding obligation of Community BanksharesBFC and Merger Sub, enforceable against it each of them in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' ’ rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery and or performance of this Agreement by Community BanksharesBFC or Merger Sub, nor the consummation of the transactions contemplated hereby (including the Bank Merger)hereby, nor the compliance by Community Bankshares BFC and Merger Sub with any of the provisions of this Agreement, will: (ia) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Community Bankshares BFC or any Subsidiary of Community Bankshares its Subsidiaries under any of the terms, conditions or provisions of (ai) the Certificate Articles of Incorporation or by-laws Bylaws (or analogous organizational documents) of Community Bankshares BFC or any of its Subsidiaries or (bii) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares or any of its Subsidiaries is a party or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, or BFC Material Contract; (iib) violate any Law or any Order or Law applicable to Community Bankshares BFC or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by BFC or any Subsidiary of BFC, including Merger Sub, with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of (A) the Schedule 13E-3 and the Registration Statement and (B) such reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby), (ii) any filings as may be required under the FBCA or FRLLCA in connection with the Merger, including, without limitation, the Articles of Merger, (iii) any filings as may be required by the HSR Act, (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(ii), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a BFC Material Adverse Effect.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the execution and delivery of the Amended Articles Supplementary. The execution and delivery of this Agreement by Community Bankshares and the consummation performance of the transactions contemplated hereby Company’s obligations hereunder have been duly and validly authorized by all necessary corporate the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Articles of Incorporation, bylaws, the Maryland Act, or any applicable law, court order or decree to which the Company or any of the Company Subsidiaries is a party or subject, or by which the Company or any of the Company Subsidiaries or any of their respective properties are bound, and no other action on the part of Community Bankshares the Company is necessary to authorize (i) the execution and delivery by the Company of this Agreement and (ii) the consummation by it of the transactions contemplated hereby, other than the requisite approval of the Merger by the stockholders of the Company. The execution and delivery of this Agreement and the Merger by the holders performance of the Community Bankshares Common Stock), and, subject to the terms Company’s obligations hereunder do not and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery and performance of this Agreement by Community Bankshares, nor the consummation of the transactions contemplated hereby (including the Bank Merger), nor the compliance by Community Bankshares with any of the provisions of this Agreement, will: (i) violate, conflict with, or will not result in a breach of any of the provisions of, default or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a give rise to any right of termination termination, cancellation or acceleration, or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares or any Subsidiary of Community Bankshares acceleration under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement indenture or other instrument or obligation to which Community Bankshares or any of its Subsidiaries is a party or agreement by which Community Bankshares or any of its Subsidiaries may be boundthe Company, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subjectthe Bank, or (ii) violate any Order or Law applicable to Community Bankshares or any of its Subsidiaries the Trust Subsidiary, the Bank Subsidiary or any of their respective properties are bound. This Agreement, when executed and delivered, and subject to the consents and regulatory approvals described in Section 2.5, will be a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or assetssimilar laws affecting creditors generally and to general principles of equity. (b) The Company Board, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving this Agreement and the other agreements referenced herein or attached hereto, (ii) approving the Merger and the other transactions contemplated hereby including the filing of the Amended Articles Supplementary, (iii) determining that the terms of the Merger and such other transactions are in the best interests of the Company and its stockholders and (iv) recommending that the Company’s stockholders approve this Agreement. Such resolutions are sufficient to render the Maryland Business Combination Act inapplicable to Wintrust, Merger Co., the Merger, this Agreement and the other agreements contemplated hereby. Other than the appraisal rights contemplated by Section 1.8, no other “business combination,” “control share acquisition,” “fair price,” “moratorium” or other anti-takeover laws apply or purport to apply to this Agreement or any other agreement contemplated hereby, the Merger or any other transaction contemplated hereby. (c) The only votes of holders of any class or series of Company Common Stock or Company Preferred Stock necessary to approve this Agreement, the Merger and the Amended Articles Supplementary are: (i) the holders of two-thirds of the outstanding shares of Company Common Stock and Series C Preferred Shares (voting together with the Company Common Stock on an as-converted basis) approving (A) the Merger, this Agreement and the transactions contemplated hereby and (B) the amendments contemplated by each of the Amended Articles Supplementary; (ii) the holders of a majority of the outstanding shares of Common Stock approving the amendments contemplated by the Amended Articles Supplementary with respect to the Series C Preferred Shares; (iii) the holders of a majority of the outstanding Series C Preferred Shares approving (A) the Merger, this Agreement and the transactions contemplated hereby and (B) the amendments contemplated by the applicable Amended Articles Supplementary; (iv) the holders of a majority of the outstanding Series D Preferred Shares approving (A) the Merger, this Agreement and the transactions contemplated hereby and (B) the amendments contemplated by the applicable Amended Articles Supplementary; and (v) the holders of a majority of the outstanding Series E Preferred Shares approving (A) the Merger, this Agreement and the transactions contemplated hereby and (B) the amendments contemplated by the applicable Amended Articles Supplementary The affirmative vote of the holders of Company Common Stock or Company Preferred Stock, or any of them, is not necessary to approve any other agreement contemplated hereby or consummate any transaction other than the Merger and the Articles Supplementary.

Authorization; No Violation. (a) The execution and delivery by the Company of this Agreement and the agreements provided herein, and the consummation of all transactions contemplated hereunder and thereunder by the Company have been duly authorized by all requisite corporate action on the part of the Company and has been recommended to the stockholders of the Company for adoption and approval. This Agreement has been duly and validly executed and delivered by the Company. Assuming the due authorization, execution and delivery of this Agreement by Community Bankshares Purchaser and the other parties hereto, other than the Company and, in the case of the other agreements, by the parties thereto, other than the Company, this Agreement and each other agreement contemplated hereby to which the Company is a party constitute valid and legally binding obligations of the Company, enforceable in accordance with its respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (b) The execution, delivery and performance by the Company of this Agreement and the agreements provided for herein, the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on thereby, will not, with or without the part giving of Community Bankshares notice or the passage of time or both, (other than i) violate the approval of this Agreement and the Merger by the holders provisions of the Community Bankshares Common StockCertificate of Incorporation or By-laws of the Company or the certificates of incorporation or bylaws or other charter or organizational documents of any Company Entity, or (ii) assuming that the consents and approvals specifically referred to in Section 3.5 of the Company Disclosure Letter (as to clause (x), andwith respect to Governmental Entities and as to clause (y), subject with respect to the terms Governmental Entities and conditions of this Agreementnon-Governmental Entities) are duly obtained, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with its terms, except as limited by (x) bankruptcyviolate any Laws and Regulations applicable to any Company Entity or any of their respective Assets, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and or (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery and performance of this Agreement by Community Bankshares, nor the consummation of the transactions contemplated hereby (including the Bank Merger), nor the compliance by Community Bankshares with any of the provisions of this Agreement, will: (i) violate, conflict with, or result in a breach of any provision of or the provisions ofloss of any benefit, or 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, accelerate the performance required by or rights or obligations, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge or encumbrance Lien (other than Permitted Liens) upon any of the properties or assets respective Assets of Community Bankshares or any Subsidiary of Community Bankshares Company Entity, under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Community Bankshares or any of its Subsidiaries Company Entity is a party party, or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, or (ii) violate any Order or Law applicable to Community Bankshares or any of its Subsidiaries they or any of their respective properties Assets or assetsbusiness activities may be bound or affected, except (with respect to this clause (y) only) for any such violations, conflicts or breaches that would not have, individually or in the aggregate, a Company Material Adverse Effect.

Authorization; No Violation. The execution (a) Holdco Seller has the requisite corporate right, power and delivery of authority to execute and deliver this Agreement by Community Bankshares and the consummation of all other Transaction Documents to which it is or will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Community Bankshares (other than the approval of this Agreement and the Merger by the holders of the Community Bankshares Common Stock), and, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawthereby. Neither the The execution, delivery and performance of this Agreement by Community Bankshares, nor Holdco Seller and all other Transaction Documents to which it is or will be a party and the consummation by Holdco Seller of the transactions contemplated hereby (including or thereby have been duly and validly authorized by all requisite corporate action of Holdco Seller, and no other corporate proceedings or actions on the Bank Merger)part of Holdco Seller are necessary to approve and authorize the execution, nor the compliance by Community Bankshares with any of the provisions delivery or performance of this Agreement, will: (i) violate, conflict with, Agreement by Holdco Seller and any other Transaction Document to which Holdco Seller is or result in will be a breach of any of the provisions of, party or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, of Holdco Seller’s obligations hereunder or result in a right of termination or acceleration, or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares or any Subsidiary of Community Bankshares under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or thereunder. (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or Stockholder has the requisite capacity to execute and deliver this Agreement and all other instrument or obligation Transaction Documents to which Community Bankshares Stockholder is or any of its Subsidiaries will be a party and to perform his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Assuming that this Agreement is a valid and binding obligation of the other parties hereto, this Agreement and all other Transaction Documents to which Stockholder is or will be a party have been, or will be at Closing, duly executed and delivered by which Community Bankshares or any Stockholder and will constitute the legal, valid and binding obligation of its Subsidiaries Stockholder, enforceable against Stockholder in accordance with their respective terms, except as enforceability may be boundlimited by bankruptcy Laws, or to which Community Bankshares or any other similar Laws affecting creditors’ rights and general principles of its Subsidiaries or their respective properties or assets may be subject, or (ii) violate any Order or Law applicable to Community Bankshares or any equity affecting the availability of its Subsidiaries or any of their respective properties or assetsspecific performance and other equitable remedies.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Community Bankshares and the consummation performance of the transactions contemplated hereby Company’s obligations hereunder have been duly and validly authorized unanimously by all necessary corporate the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s articles of incorporation, by-laws, the DGCL, or any Applicable Law, court order or decree to which the Company or a Company Subsidiary is a party or subject, or by which the Company or a Company Subsidiary, or any of their respective properties are bound, and no other action on the part of Community Bankshares (the Company or a Company Subsidiary is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, other than the requisite approval of this Agreement and the Merger by the holders stockholders of the Community Bankshares Common StockCompany (the “Company Stockholder Approval”). This Agreement, andwhen executed and delivered, and subject to the consents and regulatory approvals described in Section 2.5, will be a valid, binding and enforceable obligation of the Company, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with its terms, except as limited by (x) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other moratorium or similar laws affecting creditors' rights generally, creditors generally and (y) to general principles of equity, regardless . The only votes of whether asserted in a proceeding in equity holders of any class or at law. Neither the execution, delivery and performance series of Company capital stock necessary to approve this Agreement by Community Banksharesand the Merger are the holders of a majority of the outstanding shares of Company Common Stock. The restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in Section 203 of the DGCL) will not apply to this Agreement, nor the consummation Voting Agreement or any of the transactions contemplated hereby (including thereby and hereby. No other state takeover statute or similar statute or regulation applies to this Agreement, the Bank Merger), nor the compliance by Community Bankshares with Voting Agreement or any of the provisions transactions contemplated thereby and hereby. (b) Subject to receipt of the consents or approvals set forth in Schedule 2.5, the execution and delivery of this AgreementAgreement and the performance of the Company’s obligations hereunder do not and will not result in any default or give rise to any right of termination, will: cancellation or acceleration under any Company Material Contract, except for such rights of termination, cancellation or acceleration that, either individually or in the aggregate, would not reasonably be expected to (i) violatematerially interfere with the Ordinary Course of Business conducted by the Company, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, Company Subsidiary or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares or any Subsidiary of Community Bankshares under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares or any of its Subsidiaries is a party or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, Surviving Corporation or (ii) violate any Order or Law applicable to Community Bankshares or any of its Subsidiaries or any of their respective properties or assetshave a Material Adverse Effect on the Company.

Authorization; No Violation. The Except to the extent described herein, the execution and delivery of this Agreement by Community Bankshares BFC and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Community Bankshares BFC and all necessary limited liability company action on the part of Merger Sub, and no other corporate or limited liability company action on the part of BFC or Merger Sub, respectively, is necessary (other than the approval filing of this Agreement the Articles of Merger pursuant to the FBCA and the Merger approval by the holders BFC’s shareholders of the Community Bankshares Common Stocktransactions contemplated hereby), and, subject to the terms and conditions of this AgreementAgreement and assuming due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Community BanksharesBFC and Merger Sub, enforceable against it each of them in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' ’ rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery and performance of this Agreement by Community BanksharesBFC or Merger Sub, nor the consummation of the transactions contemplated hereby (including the Bank Merger)hereby, nor the compliance by Community Bankshares BFC and Merger Sub with any of the provisions of this Agreement, will: (ia) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Community Bankshares BFC or any Subsidiary of Community Bankshares BFC under any of the terms, conditions or provisions of (ai) the Certificate Articles of Incorporation or by-laws Bylaws (or analogous organizational documents) of Community Bankshares BFC or any of its Subsidiaries or (bii) any material noteBFC Material Contract, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares or any of its Subsidiaries is a party or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, or (iib) violate any Law or any Order or Law applicable to Community Bankshares BFC or any of its Subsidiaries or any of their respective properties or assetsassets or (c) require any filing, declaration or registration by BFC, any Subsidiary of BFC or Merger Sub with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act or the Exchange Act (including the filing of (A) the Registration Statement and the Joint Proxy Statement/Prospectus and (B) such reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby), (ii) any filings as may be required under the FBCA in connection with the Merger, including, without limitation, the Articles of Merger, (iii) any filings as may be required by the HSR Act and (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws, except in the case of clauses (a)(ii), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Material Adverse Effect on BFC.

Authorization; No Violation. The execution (a) Purchaser has the requisite corporate right, power and delivery of authority to execute and deliver this Agreement by Community Bankshares and the consummation of all other Transaction Documents to which Purchaser is or will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Community Bankshares (other than the approval of this Agreement and the Merger by the holders of the Community Bankshares Common Stock), and, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawthereby. Neither the The execution, delivery and performance of this Agreement by Community BanksharesPurchaser and all other Transaction Documents to which Purchaser is or will be a party and the consummation by Purchaser of the transactions contemplated hereby or thereby have been duly and validly authorized by all requisite corporate action of Purchaser, nor and no other corporate proceedings or actions on the part of Purchaser are necessary to approve and authorize the execution, delivery or performance of this Agreement by Purchaser and any other Transaction Document to which Purchaser is or will be a party or the performance of Purchaser’s obligations hereunder or thereunder. (b) The execution, delivery and performance of this Agreement by Purchaser and all other Transaction Documents to which Purchaser is or will be a party and the consummation by Purchaser of the transactions contemplated hereby or thereby does not: (i) subject to compliance with the requirements of the HSR Act, conflict with or violate any Law applicable to Purchaser; or (ii) conflict with or violate any of provision of Purchaser’s governing documents; except in each case as would not reasonably be expected to have a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby. Purchaser is not subject to, or obligated under, any applicable Law or any material contract, agreement, instrument, license, franchise, permit, license, consent, approval, registration, exemption, privilege, franchise, certificate, or other authorization issued by any Governmental Authority necessary for the lawful conduct of and operation of Purchaser’s business, or subject to any Order, which would be breached or violated in any material respect by Purchaser’s execution, delivery or performance of this Agreement and consummation of the transactions contemplated hereby (including the Bank Merger), nor the compliance by Community Bankshares with any hereby. Assuming that this Agreement is a valid and binding obligation of the provisions other parties hereto, this Agreement and all other Transaction Documents to which Purchaser is or will be a party have been, or will be at Closing, duly executed and delivered by Purchaser and will constitute legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. (c) Except for the requirements of the HSR Act, Purchaser is not required to submit any notice, registration, declaration, report or other filing to any Governmental Authority in connection with the execution, delivery or performance by Purchaser of this Agreement, will: (i) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, Agreement or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares or any Subsidiary of Community Bankshares under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Transaction Documents to which Community Bankshares it is or any of its Subsidiaries is will be a party or the consummation by which Community Bankshares Purchaser of the transactions contemplated hereby or thereby. No Consent of any Governmental Authority is required to be obtained by Purchaser in connection with its execution, delivery and performance of its Subsidiaries may be bound, this Agreement or to which Community Bankshares or any the consummation by it of its Subsidiaries or their respective properties or assets may be subject, or (ii) violate any Order or Law applicable to Community Bankshares or any of its Subsidiaries or any of their respective properties or assetsthe transactions contemplated hereby.

Authorization; No Violation. (a) The execution and delivery by each of Purchaser and Merger Sub of this Agreement and the agreements provided herein, and the consummation of all transactions contemplated hereunder and thereunder by each of Purchaser and Merger Sub, have been duly authorized by all requisite corporate action on the part of Purchaser the Purchaser Entities and has been recommended to the sole stockholder of Merger Sub for adoption and approval. This Agreement has been duly and validly executed and delivered by each of Purchaser and Merger Sub. Assuming the due authorization, execution and delivery of this Agreement by Community Bankshares the Company and the other parties hereto, other than Purchaser and Merger Sub and, in the case of the other agreements, by the parties thereto, other than Purchaser and Merger Sub, this Agreement and each other agreement contemplated hereby to which each of Purchaser and Merger Sub is a party constitute valid and legally binding obligations of each of Purchaser and Merger Sub, enforceable in accordance with its respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (b) The execution, delivery and performance by each of Purchaser and Merger Sub of this Agreement and the agreements provided for herein, the consummation by each of Purchaser and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on thereby, will not, with or without the part giving of Community Bankshares notice or the passage of time or both, (other than i) violate the approval of this Agreement and the Merger by the holders provisions of the Community Bankshares Common Stockorganizational documents of any Purchaser Entity or (ii) assuming that the consents and approvals specifically referred to in Section 4.7 of the Purchaser Disclosure Letter (as to clause (x), andwith respect to Governmental Entities and as to clause (y), subject with respect to the terms Governmental Entities and conditions of this Agreementnon-Governmental Entities) are duly obtained, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with its terms, except as limited by (x) bankruptcyviolate any Laws and Regulations applicable to any Purchaser Entity or any of their respective Purchaser Assets, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and or (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery and performance of this Agreement by Community Bankshares, nor the consummation of the transactions contemplated hereby (including the Bank Merger), nor the compliance by Community Bankshares with any of the provisions of this Agreement, will: (i) violate, conflict with, or result in a breach of any provision of or the provisions ofloss of any benefit, or 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, accelerate the performance required by or rights or obligations, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge or encumbrance Lien (other than Permitted Liens) upon any of the properties or assets respective Purchaser Assets of Community Bankshares or any Subsidiary of Community Bankshares Purchaser Entity, under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Community Bankshares or any of its Subsidiaries Purchaser Entity is a party party, or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, or (ii) violate any Order or Law applicable to Community Bankshares or any of its Subsidiaries they or any of their respective properties Purchaser Assets or assetsbusiness activities may be bound or affected, except (with respect to this clause (y) only) for any such violations, conflicts or breaches that would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Community Bankshares and the consummation performance of the transactions contemplated hereby Company’s obligations, excluding the Special Dividend, hereunder have been duly and validly authorized by all necessary corporate action on the part of Community Bankshares (other than the approval of this Agreement and the Merger unanimously by the holders Board of Directors of the Community Bankshares Common StockCompany (the “Company Board”), andand do not violate or conflict with the Company’s articles of incorporation, subject to by-laws, the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery and performance of this Agreement by Community Bankshares, nor the consummation of the transactions contemplated hereby (including the Bank Merger), nor the compliance by Community Bankshares with any of the provisions of this Agreement, will: (i) violate, conflict withGBCLM, or result in a breach of any of the provisions ofApplicable Law, court order or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares or any Subsidiary of Community Bankshares under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation decree to which Community Bankshares the Company or any of its Subsidiaries a Company Subsidiary is a party or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, or (ii) violate any Order by which the Company or Law applicable to Community Bankshares or any of its Subsidiaries a Company Subsidiary, or any of their respective properties are bound, and no other action on the part of the Company or assetsa Company Subsidiary is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, other than the Shareholder Consent. This Agreement, when executed and delivered, and subject to the consents and regulatory approvals described in Section 3.5, will be a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are (i) the holders of at least two thirds of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders or (ii) the delivery of the Shareholder Consent pursuant to the terms hereof. No state takeover statute or similar statute or regulation applies to this Agreement or any of the transactions contemplated thereby and hereby. The Shareholder Consent, which constitutes the approval of the holders of a majority of the issued and outstanding Company Common Stock as of its date, is the only vote of the holders of any class or series of the Company’s capital stock or other securities necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger. (b) Subject to receipt of the consents or approvals set forth in Company Disclosure Schedule 3.5, the execution and delivery of this Agreement and the performance of the Company’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any Company Material Contract, except for such rights of termination, cancellation or acceleration that, either individually or in the aggregate, would not reasonably be expected to (i) materially interfere with the Ordinary Course of Business conducted by the Company, any Company Subsidiary or the Surviving Company or (ii) have a Material Adverse Effect on the Company.

Authorization; No Violation. The (a) All corporate action on the part of Purchaser and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement by Community Bankshares and the agreements provided herein, and the consummation of all transactions contemplated hereunder and thereunder by Purchaser, have been taken. All limited liability company action on the part of Amalgamation Sub and its respective officers, managers and members necessary for the authorization, execution and delivery of this Agreement and the agreements provided herein, and the consummation of all transactions contemplated hereunder and thereunder by Amalgamation Sub, have been taken. This Agreement has been duly and validly executed and delivered by Purchaser and Amalgamation Sub. This Agreement and each other agreement contemplated hereby to which Purchaser and Amalgamation Sub are a party constitute valid and legally binding obligations of Purchaser and Amalgamation Sub, enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (b) The execution, delivery and performance by Purchaser and Amalgamation Sub of this Agreement and the agreements provided for herein, the consummation by Purchaser and Amalgamation Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Community Bankshares (other than the approval of this Agreement and the Merger by the holders of the Community Bankshares Common Stock), and, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generallythereby, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery and performance of this Agreement by Community Bankshares, nor the consummation of the transactions contemplated hereby (including the Bank Merger), nor the compliance by Community Bankshares Purchaser and Amalgamation Sub with any of the terms or provisions hereof or thereof, will not, with or without the giving of notice or the passage of time or both, (i) violate the provisions of this Agreement, will: the certificates of incorporation or bylaws or other charter or organizational documents of Purchaser and Amalgamation Sub or (iii) (x) violate any Laws and Regulations applicable to Purchaser and Amalgamation Sub or any of their respective properties or assets or (y) violate, conflict with, or result in a breach of any provision of or the provisions ofloss of any benefit under, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, of or accelerate the performance required by, or result in a right of termination or accelerationcancellation under, accelerate the performance required by or rights or obligations under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the respective properties or assets of Community Bankshares Purchaser or any Subsidiary of Community Bankshares under Amalgamation Sub under, any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Community Bankshares Purchaser or any of its Subsidiaries Amalgamation Sub is a party party, or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, or (ii) violate any Order or Law applicable to Community Bankshares or any of its Subsidiaries they or any of their respective properties properties, assets or assetsbusiness activities may be bound or affected.

Authorization; No Violation. The execution (a) Seller has the corporate power and delivery of this Agreement by Community Bankshares and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Community Bankshares (other than the approval of authority to enter into this Agreement and the Merger by the holders of the Community Bankshares Common Stock), and, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with carry out its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at lawobligations hereunder. Neither the The execution, delivery and performance of this Agreement by Community BanksharesSeller, and the consummation of the transactions contemplated hereby, have been duly authorized by the Board of Directors of Seller. This Agreement has been duly and validly executed and delivered by Seller and, assuming due authorization, execution and delivery of this Agreement by Purchaser, is a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganizations, fraudulent transfer or similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law) (the “Bankruptcy and Equity Exception”). No other corporate proceedings are necessary for the execution and delivery by Seller of this Agreement, the performance by Seller of its obligations under this Agreement or the consummation by Seller of the transactions contemplated by this Agreement except the Seller Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of Alarion Bank and by the Seller as its sole shareholder. (b) The Board of Directors of Seller, at a meeting duly called and held in compliance with the requirements of the Florida Corporate Code has (i) determined that the transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, Seller and its stockholders; (ii) adopted and approved this Agreement and approved the transactions contemplated hereby, including the Merger; (iii) determined to recommend that the stockholders of Seller adopt this Agreement and approve the transactions contemplated hereby, including the Merger; and (iv) taken all action required to be taken by them in order to exempt the Merger, this Agreement and the other transactions contemplated hereby, from the requirements of any “fair price,” “moratorium,” “control share acquisition,” “affiliate transaction,” “business combination” or other form of anti-takeover laws and regulations enacted under state, federal or other laws (any of the foregoing, a “Takeover Law”) that may purport to be applicable to the Merger, this Agreement and the other transactions contemplated hereby. (c) Neither the execution, delivery and performance by Seller of this Agreement, nor the consummation of the transactions contemplated hereby (including the Bank Merger)by this Agreement, nor the compliance by Community Bankshares Seller with any of the provisions of this Agreement, will: will (i) violate, conflict with, or result in a breach of any of the provisions provision of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or accelerationacceleration of, or result in the creation of of, any lienLien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares or any Subsidiary of Community Bankshares Seller Entity under any of the terms, conditions or provisions of (aA) the Certificate articles of Incorporation incorporation or by-laws bylaws of any Seller Entity (or analogous organizational similar governing documents) of Community Bankshares or any of its Subsidiaries or (bB) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares or any of its Subsidiaries Seller Entity is a party or by which Community Bankshares or any of its Subsidiaries it may be bound, or to which Community Bankshares any Seller Entity or any of its Subsidiaries or their respective the properties or assets of any Seller Entity may be subject, or (ii) assuming that the consents, approvals and filings referred to in Section 3.4(d) are duly obtained, violate any Order ordinance, permit, concession, grant, franchise, law, statute, rule or Law regulation or any judgment, ruling, order, writ, injunction or decree applicable to Community Bankshares or any of its Subsidiaries Seller Entity or any of their respective properties or assetsassets other than, in the case of subclauses (i)(B) and (ii), for such violation or violations or other matters that would not reasonably be expected to have a Seller Material Adverse Effect or would reasonably be expected to prevent, impair or materially delay the ability of Seller to consummate the Merger. (d) Except for (i) filings of required applications and notices with, and the receipt of consents, required authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (the “SEC”), NASDAQ, state securities authorities, applicable securities exchanges, and other industry self-regulatory organizations (each, an “SRO”); (ii) the filing of any other required applications, filings or notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Florida Office of Financial Regulation, Georgia Department of Banking and Finance, any other federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each of the bodies set forth in clauses (i) and (ii), a “Regulatory Agency”) and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”); (iii) the filing with the SEC of a proxy statement in definitive form relating to the Seller Stockholders’ Meeting and of a registration statement on Form S-4 (or such other applicable form) (the “Form S-4”) in which the proxy statement will be included as a prospectus, and declaration of effectiveness of the Form S-4; (iv) the filing of (A) the Articles of Merger with the Maryland State Department of Assessments and Taxation and the Secretary of State of the State of Florida and (B) the Bank Merger Certificates; (v) any notices or filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”); and (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Purchaser Common Stock on NASDAQ, no consents or approvals of or filings or registrations with any Governmental Authority or any other Person are necessary in connection with the due execution, delivery, performance, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby including the Merger and the Bank Merger, and, in each case, the satisfaction of any applicable waiting periods thereafter, except as would not reasonably be expected to have a Seller Material Adverse Effect or would not reasonably be expected to prevent, impair or materially delay the ability of Seller to consummate the Merger. As of the date of this Agreement, Seller has no Knowledge of any reason why any requisite Regulatory Approvals to be obtained by it: (a) should not be granted on a timely basis; or (b) may be conditioned or restricted in any manner (including any requirement relating to the raising of additional capital or the disposition of Assets) which may be likely to materially and adversely affect the business, operations, financial condition, property or assets of the combined enterprise of Seller and Purchaser or otherwise materially impair the value of Seller to Purchaser.

Authorization; No Violation. (a) The execution and delivery by the Company of this Agreement and the agreements provided for herein, and the consummation of all transactions contemplated hereunder and thereunder by the Company, have been duly authorized by all requisite corporate action on the part of the Company and will be recommended to the shareholders of the Company for adoption and approval. This Agreement has been duly and validly executed and delivered by the Company. Assuming the due authorization, execution and delivery of this Agreement by Community Bankshares Purchaser and the other parties hereto, other than the Company and, in the case of the other agreements, by the parties thereto, other than the Company, this Agreement and each other agreement contemplated hereby to which the Company is a party constitute valid and legally binding obligations of the Company, enforceable in accordance with its respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (b) The execution, delivery and performance by the Company of this Agreement and the agreements provided for herein, and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on thereby, will not, with or without the part giving of Community Bankshares notice or the passage of time or both, (other than the approval of this Agreement and the Merger by the holders of the Community Bankshares Common Stock), and, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with its terms, except as limited by (xi) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery and performance of this Agreement by Community Bankshares, nor the consummation of the transactions contemplated hereby (including the Bank Merger), nor the compliance by Community Bankshares with any of violate the provisions of this Agreementthe organizational documents of any Company Entity, will: (iii) violate any Laws and Regulations applicable to any Company Entity or any of their respective Company Assets, (iii) violate, conflict with, or result in a breach of any provision of or the provisions ofloss of any benefit, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under), or result in the termination of, of or accelerate the performance required by, or result in a right of termination or accelerationcancellation, accelerate the performance required by or rights or obligations, except for any such violations, conflicts or breaches that would not have, individually or in the aggregate, a Company Material Adverse Effect or (iv) result in the creation of any lien, security interest, charge or encumbrance Lien (other than Permitted Liens) upon any of the properties or assets respective Company Assets of Community Bankshares or any Subsidiary of Community Bankshares under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares or any of its Subsidiaries is a party or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, or (ii) violate any Order or Law applicable to Community Bankshares or any of its Subsidiaries or any of their respective properties or assetsCompany Entity.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Community Bankshares and the consummation performance of the transactions contemplated hereby Company’s obligations hereunder have been duly and validly authorized unanimously by all necessary corporate the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s articles of incorporation, by-laws, the GBCLM, or any Applicable Law, court order or decree to which the Company or a Company Subsidiary is a party or subject, or by which the Company or a Company Subsidiary, or any of their respective properties are bound, and no other action on the part of Community Bankshares (the Company or a Company Subsidiary is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, other than the requisite approval of this Agreement and the Merger by the holders shareholders of the Community Bankshares Common StockCompany (the “Company Shareholder Approval”). This Agreement, andwhen executed and delivered, and subject to the consents and regulatory approvals described in Section 2.5, will be a valid, binding and enforceable obligation of the Company, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of Community Bankshares, enforceable against it in accordance with its terms, except as limited by (x) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other moratorium or similar laws affecting creditors' rights generally, creditors generally and (y) to general principles of equity, regardless . The only votes of whether asserted in a proceeding in equity holders of any class or at law. Neither the execution, delivery and performance series of Company capital stock necessary to approve this Agreement by Community Banksharesand the Merger are the holders of at least two thirds of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, nor the consummation Voting Agreement or any of the transactions contemplated hereby thereby and hereby. (including the Bank Merger), nor the compliance by Community Bankshares with any b) Subject to receipt of the provisions consents or approvals set forth in Schedule 2.5, the execution and delivery of this AgreementAgreement and the performance of the Company’s obligations hereunder do not and will not result in any default or give rise to any right of termination, will: cancellation or acceleration under any Company Material Contract, except for such rights of termination, cancellation or acceleration that, either individually or in the aggregate, would not reasonably be expected to (i) violatematerially interfere with the Ordinary Course of Business conducted by the Company, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, Company Subsidiary or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares or any Subsidiary of Community Bankshares under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares or any of its Subsidiaries is a party or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, Surviving Company or (ii) violate any Order or Law applicable to Community Bankshares or any of its Subsidiaries or any of their respective properties or assetshave a Material Adverse Effect on the Company.

Authorization; No Violation. The Subject to the receipt of the Required BBX Capital Shareholder Vote and the filing of the Articles of Merger pursuant to the FBCA and FRLLCA, the execution and delivery of this Agreement by Community Bankshares BBX Capital and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Community Bankshares (BBX Capital, and no other than corporate action on the approval part of BBX Capital is necessary in connection with the execution and delivery of this Agreement and by BBX Capital or the Merger by the holders consummation of the Community Bankshares Common Stock), and, subject transactions contemplated hereby. Subject to the terms and conditions of this AgreementAgreement and assuming the due and valid authorization, execution and delivery hereof by each of BFC and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of Community BanksharesBBX Capital, enforceable against it BBX Capital in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' ’ rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery and or performance of this Agreement by Community BanksharesBBX Capital, nor the consummation of the transactions contemplated hereby (including the Bank Merger)hereby, nor the compliance by Community Bankshares BBX Capital with any of the provisions of this Agreement, will: (ia) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Community Bankshares BBX Capital or any Subsidiary of Community Bankshares its Subsidiaries under any of the terms, conditions or provisions of (ai) the Certificate Articles of Incorporation or by-laws Bylaws (or analogous organizational documents) of Community Bankshares BBX Capital or any of its Subsidiaries or (bii) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares or any of its Subsidiaries is a party or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, or BBX Capital Material Contract; (iib) violate any Law or any Order or Law applicable to Community Bankshares BBX Capital or any of its Subsidiaries or any of their respective properties or assets; or (c) require any filing, declaration or registration by BBX Capital or any Subsidiary of BBX Capital with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of (A) the Schedule 13E-3 and the proxy statement of BBX Capital which will form a part of the Registration Statement and (B) such reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the transactions contemplated hereby), (ii) any filings as may be required under the FBCA or FRLLCA in connection with the Merger, including, without limitation, the Articles of Merger, (iii) any filings as may be required by the HSR Act, and (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(ii), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a BBX Capital Material Adverse Effect.

Authorization; No Violation. (i) The execution execution, delivery and delivery performance by such Seller Party of this Agreement by Community Bankshares and all of the other agreements and instruments contemplated hereby to which such Seller Party is a party and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action such Seller Party, as applicable, and no other act or proceeding on the part of Community Bankshares such Seller Party (other than including by its directors, officers, managers, members, shareholders, or trustees, as applicable) is necessary to authorize the approval execution, delivery or performance of this Agreement and the Merger by the holders all of the Community Bankshares Common Stock), and, subject other agreements and instruments contemplated hereby to which such Seller Party is a party and the terms consummation of the transactions contemplated hereby. This Agreement has been duly executed and conditions of this Agreement, this Agreement delivered by such Seller Party and constitutes the legal, a valid and binding obligation of Community Banksharessuch Seller Party, enforceable against it in accordance with its terms, except as limited by (x) subject to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws insolvency and other similar laws affecting the enforceability of creditors' ’ rights generallygenerally and the discretion of courts in granting or denying equitable remedies, and each of the other agreements and instruments contemplated hereby to which such Seller Party is a party, when executed and delivered by such Seller Party, as applicable, in accordance with the terms hereof, shall each constitute a valid and binding obligation of such Seller Party, as applicable, enforceable with its respective terms, subject to applicable bankruptcy, insolvency and other laws affecting the enforceability of creditors’ rights generally and the discretion of courts in granting equitable relief. (yii) general principles Such Seller Party is not subject to or obligated under any applicable Law of equityany Governmental Entity, regardless of whether asserted in a proceeding in equity or at law. Neither the any agreement, instrument, license or permit, or subject to any order, writ, injunction or decree, which would be breached or violated by its execution, delivery and or performance of this Agreement by Community Bankshares, nor or the consummation of the transactions contemplated hereby (including the Bank Merger), nor the compliance by Community Bankshares with any of the provisions of this Agreement, will: (i) violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Community Bankshares or any Subsidiary of Community Bankshares under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares or any of its Subsidiaries is a party or by which Community Bankshares or any of its Subsidiaries may be bound, or to which Community Bankshares or any of its Subsidiaries or their respective properties or assets may be subject, or (ii) violate any Order or Law applicable to Community Bankshares or any of its Subsidiaries or any of their respective properties or assetshereby.

Authorization; No Violation. (a) The Company has full corporate power and authority necessary to enter into this Agreement and to carry out the transactions contemplated hereby. The Board of Directors of the Company and Shareholders have taken all action required by law, the Company's articles of incorporation, its by-laws or otherwise to be taken by them to authorize the execution and delivery of this Agreement by Community Bankshares and the consummation of the transactions contemplated hereby have hereby. This Agreement has been duly executed and validly authorized by all necessary corporate action on the part of Community Bankshares (other than the approval of this Agreement and the Merger delivered by the holders of the Community Bankshares Common Stock), and, subject to the terms Company and conditions of this Agreement, this Agreement constitutes the is a legal, valid and binding obligation of Community Bankshares, the Company enforceable against it in accordance with its terms, terms except as limited by that (xi) such enforcement may be subject to bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and moratorium or other similar laws affecting now or hereafter in effect relating to creditors' rights generally, and (yii) general principles the remedy of equityspecific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (b) Except as set forth in Section 3.4(b) of the Disclosure Schedule (and other than (i) leases entered into in the ordinary course of business which individually either require annual payments of less than $100,000 or have terms of less than 3 years or (ii) other commitments requiring payments not exceeding $250,000 in the aggregate), regardless of whether asserted in a proceeding in equity or at law. Neither neither the execution, execution and delivery and performance of this Agreement by Community Bankshares, nor the consummation of the transactions contemplated hereby (including the Bank Merger), nor the compliance by Community Bankshares with will violate any provision of the provisions articles or certificate of this Agreementincorporation or by-laws or other organizational documents of the Company or any Company Subsidiary, will: (i) violateor to the knowledge of Shareholders, be in conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, under or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any debt or obligation pursuant to, or result in a right of termination or acceleration, or the creation or imposition of any lien, security interest, charge lien or other encumbrance upon any of the properties property or assets of Community Bankshares the Company, any Company Subsidiary or any Shareholder under, any agreement or commitment to which the Company, any Company Subsidiary of Community Bankshares under any of the terms, conditions or provisions of (a) the Certificate of Incorporation or by-laws (or analogous organizational documents) of Community Bankshares or any of its Subsidiaries or (b) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Community Bankshares or any of its Subsidiaries Shareholder is a party or by which Community Bankshares the Company, any Company Subsidiary or any of its Subsidiaries may be Shareholder is bound, or to which Community Bankshares the property of the Company, any Company Subsidiary or any of its Subsidiaries or their respective properties or assets may be Shareholder 13 15 is subject, or (ii) violate any Order statute or Law law or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to Community Bankshares the Company or any of its Subsidiaries or any of their respective properties or assetsCompany Subsidiary.