Common use of Conditions to the Obligations of the Parties Clause in Contracts

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, to consummate the Merger are subject to the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57 (a) No preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Merger; (b) The parties shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated in this Agreement and all required waiting periods shall have expired; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the Company Merger; (d) The Registration Statement shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC; (e) Each party shall have received the tax opinion addressed to it referred to in Section 5.12 of this Agreement; and (f) The COFI Common Stock to be issued to holders of RCSB Common Stock shall have been approved for listing on the Nasdaq National Market subject to official notice of issuance.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger Transactions are subject to the satisfaction or, if permitted by applicable Law, written waiver by all of the Parties, of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (ai) No preliminary each applicable waiting period (and any extension thereof) under the HSR Act or permanent injunction any applicable Antitrust Law shall have expired or other order by been terminated and (ii) any federal approval or state court which prevents the consummation of the Merger Consent under any applicable Antitrust Law shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending obtained (or deemed, by applicable Law, to prevent the consummation of the Mergerhave been obtained), as applicable; (b) The parties no Order, Law or other legal restraint or prohibition issued by any court of competent jurisdiction or other Governmental Entity of competent jurisdiction enjoining or prohibiting the consummation of the Domestication or the Merger shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated be in this Agreement and all required waiting periods shall have expiredeffect; (c) The respective holders of a majority the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the outstanding COFI Common Stock and RCSB Common Stock Securities Act, no stop order shall have approved this Agreement been issued by the SEC and shall remain in effect with respect to the Company MergerRegistration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) The Registration Statement the Company Required Shareholder Approval shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SECobtained; (e) Each party the Required SPAC Shareholder Approvals shall have received the tax opinion addressed to it referred to in Section 5.12 of this Agreementbeen obtained; and (f) The COFI Common Stock to be issued to holders of RCSB Common Stock the Domestication shall have been approved for listing on consummated at least one Business Day prior to the Nasdaq National Market subject Closing Date in accordance with Section 2.1(a) and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to official notice of issuanceSPAC.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (a) No preliminary all applicable waiting periods (and any extensions thereof) under the HSR Act with respect to the transactions contemplated by this Agreement, and any commitment to, or permanent injunction agreement (including any timing agreement) with, any Governmental Entity not to close the transactions contemplated by this Agreement, shall have expired or other order by any federal or state court which prevents been terminated, and all Consents under the consummation Laws listed in Section 6.1(a) of the Merger Company Disclosure Schedules shall have been issued obtained and shall remain in full force and effect; nor shall there be any third party proceeding pending to prevent the consummation of the Merger; (b) The parties shall have received all applicable regulatory approvals and consents to consummate no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated in by this Agreement and all required waiting periods shall have expiredbe in effect; (c) The respective holders of a majority the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the outstanding COFI Common Stock and RCSB Common Stock Securities Act, no stop order shall have approved this Agreement been issued by the SEC and shall remain in effect with respect to the Company MergerRegistration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) The Registration Statement each Company Party Stockholder Written Consent shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC;obtained; and (e) Each party shall have received the tax opinion addressed to it referred to in Section 5.12 of this Agreement; and (f) The COFI Common Stock to be issued to holders of RCSB Common Stock Required Parent Stockholder Approval shall have been approved for listing on the Nasdaq National Market subject to official notice of issuanceobtained.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan and Charter One Bank Bay View on the one hand, and RCSB and Target Bank FMAC on the other hand, to consummate the Merger are subject to the following conditions precedent (except as to those which COFI Bay View or RCSB FMAC may chose choose to waive): 57 (a) No this Agreement, including the Merger, shall have received the requisite approval of the stockholders of Bay View in accordance with the applicable provisions of the Bylaws of Bay View and the DGCL and the requisite approval of the stockholders of FMAC in accordance with the applicable provisions of the Bylaws of FMAC and the DGCL. (b) no preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent (c) the consummation of the Merger; (b) The parties shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated in this Agreement and all required waiting periods shall have expired; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the Company Merger; ; (d) The the Registration Statement shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC; (e) Each party shall have received SEC and, if the tax opinion addressed to it referred to in Section 5.12 offering for sale of this Agreement; and (f) The COFI the Bay View Common Stock in the Merger pursuant to be issued to holders of RCSB Common Stock shall have been approved for listing on the Nasdaq National Market this Agreement is subject to official notice the securities laws of issuance.any state, the Registration Statement shall not be subject to a stop order of any state securities authority; 40

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan Parent Bank and Charter One Bank Parent on the one hand, and RCSB Company and Target Company Bank on the other hand, to consummate the Bank Merger and the Company Entities Merger are subject to the following conditions precedent (except as to those which COFI Parent Bank or RCSB Company, as the case may chose be, may choose to waive): 57waive in writing): (a) No no preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent effect and no change in statute, rule, regulation or order preventing the consummation of the MergerBank Merger and the Company Entities Merger shall have occurred and shall remain in effect; (b) The the parties shall have received all applicable permits, regulatory approvals and consents (including without limitation, if appropriate, approval or waiver by the DFI, the OCC, the FDIC, the FRB and the FSA) to consummate the transactions contemplated in this Agreement Company Entities Merger and Bank Merger, and all required waiting periods shall have expired; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the Company Merger; (d) The Registration Statement shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC; (ed) Each party shall have received the tax opinion addressed to it referred to in Section 5.12 of this Agreement; and (f) The COFI Parent Common Stock to be issued to holders of RCSB Company Common Stock shall have been approved for listing on the Nasdaq National Market NYSE subject to official notice of issuance; and (e) this Agreement shall have been duly adopted by holders of Company Common Stock constituting the Required Vote.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (a) No preliminary or permanent injunction or other order the applicable waiting period under the HSR Act relating to the transactions contemplated by any federal or state court which prevents the consummation of the Merger this Agreement shall have expired or been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Mergerterminated; (b) The parties shall have received all applicable regulatory approvals and consents to consummate no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated in by this Agreement and all required waiting periods shall have expiredbe in effect; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock Company Stockholder Approval shall have approved this Agreement and the Company Mergerbeen obtained; (d) the Required Sandbridge Stockholder Approval shall have been obtained; (e) immediately following the Effective Time, Sandbridge shall satisfy any applicable continuing listing requirements of the NYSE, and Sandbridge shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time; (f) The Registration Statement / Proxy Statement shall have been declared become effective under the Securities Act and no stop orders order suspending the effectiveness of the Registration Statement / Proxy Statement shall be in effect have been issued and no proceedings proceeding for such purpose shall be pending have been initiated or threatened by the SEC; (e) Each party shall have received the tax opinion addressed to it referred to in Section 5.12 of this AgreementSEC and not withdrawn; and (fg) The COFI Common Stock after giving effect to be issued to holders of RCSB Common Stock the transactions contemplated hereby (including the PIPE Investment), Sandbridge shall have been approved for listing on at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Nasdaq National Market subject to official notice of issuanceExchange Act) immediately after the Effective Time.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (a) No preliminary or permanent injunction or other order by the applicable waiting period under the HSR Act and approvals, if any, required under any federal or state court which prevents the consummation of the Merger foreign laws shall have been issued obtained and any waiting periods under any foreign laws shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Mergerhave expired or been terminated; (b) The parties shall have received all applicable regulatory approvals and consents to consummate no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated in by this Agreement and all required waiting periods shall have expiredbe in effect; (c) The respective holders of a majority the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the outstanding COFI Common Stock and RCSB Common Stock Securities Act, no stop order shall have approved this Agreement been issued by the SEC and shall remain in effect with respect to the Company MergerRegistration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) The Registration Statement the Company Shareholder Written Consent shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SECobtained; (e) Each party the Required Purchaser Shareholder Approval shall have received been obtained; (f) prior to the tax opinion addressed to it referred to Closing, Pubco shall have amended and restated its certificate of incorporation in Section 5.12 substantially the form of this Agreementthe Amended Pubco Certificate of Incorporation; and (fg) The COFI Common Stock after giving effect to be issued to holders of RCSB Common Stock the transactions contemplated hereby, Purchaser shall have been approved for listing on at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Nasdaq National Market subject to official notice of issuanceExchange Act) immediately after the Purchaser Merger Effective Time.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan the Buyer and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Seller to consummate the Merger Transactions are subject to the following conditions precedent (except as occurring on or prior to those which COFI or RCSB may chose to waive): 57the Closing Date: (a) No preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued EE Inc. IPO and shall remain in effect; nor shall there be any third party proceeding pending receipt by Buyer from EE Inc. of (i) cash sufficient to prevent pay the consummation of Cash Consideration and (ii) Class A Shares sufficient to transfer the MergerStock Consideration; (b) The parties shall have received all applicable regulatory approvals execution of the Tax Receivable Agreement among EE, Inc., Buyer, Seller and consents to consummate the transactions contemplated in this Agreement and all required waiting periods shall have expiredExcelerate Energy Holdings, LLC; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the all Cash has been distributed from each Acquired Company Mergerto Seller; (d) The Registration Statement shall have all Indebtedness for each Acquired Company has been declared effective under the Securities Act and no stop orders shall be repaid in effect and no proceedings for such purpose shall be pending or threatened by the SECfull; (e) Each party no provision of any applicable Law will be in effect prohibiting the consummation of the Closing, and no Governmental Authority of competent jurisdiction will have enacted, issued, promulgated, or entered any order that is in effect and restrains, enjoins, or otherwise prohibits the consummation of the Transactions; (f) the representations and warranties set forth in Section 3.01 and Section 3.02 shall be true and correct in all respects as of the Effective Date and as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct in all respects only as of such time); (g) the Parties shall have received performed in all material respects all of the tax opinion addressed covenants and agreements required to it referred be performed by such Party hereunder prior to the Closing; (h) Seller shall have delivered to Buyer a certificate signed by a duly authorized officer of Seller stating that the conditions specified in Section 5.12 Sections 5.01(b)-(d) and, with respect to Seller, Sections (e)-(g) shall have been satisfied as of this Agreementthe Closing; and (fi) The COFI Common Stock Buyer shall have delivered to be issued Seller a certificate signed by a duly authorized officer of Buyer stating that the conditions specified in Section 5.01(a) and, with respect to holders of RCSB Common Stock Buyer, Sections 5.01(b), and (e) - (g) shall have been approved for listing on satisfied as of the Nasdaq National Market subject to official notice of issuanceClosing.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company and SPAC of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (a) No preliminary no Order or permanent injunction Law issued by any court of competent jurisdiction or other order by any federal Governmental Entity or state court which prevents other legal restraint or prohibition preventing the consummation of the Merger transactions contemplated by this Agreement shall have been issued and shall remain be in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Merger; (b) The parties the Registration Statement / Proxy Statement shall have received all applicable regulatory approvals and consents to consummate become effective in accordance with the transactions contemplated in this Agreement and all required waiting periods provisions of the Securities Act, no stop order shall have expiredbeen issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (c) The respective holders of a majority of the outstanding COFI Common Stock SPAC Shareholder Approval and RCSB Common Stock the SPAC Warrant Holder Approval shall have approved this Agreement and the Company Mergerbeen obtained; (d) The Registration Statement the Company Shareholder Approval and the Company Warrant Holder Approval shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SECobtained; (e) Each party any applicable waiting period required prior to the Merger under the French Commercial Code shall have received expired or terminated; (f) the tax opinion addressed to it referred to in Section 5.12 of this AgreementFrench Foreign Investment Clearance shall have been obtained; (g) any approvals required by a Governmental Entity under applicable antitrust or competition Laws shall have been obtained; and (fh) The COFI Common Stock after giving effect to be issued to holders of RCSB Common Stock the transactions contemplated hereby, SPAC shall have been approved for listing on at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Nasdaq National Market subject to official notice of issuanceExchange Act) immediately after the Effective Time.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (a) No preliminary or permanent injunction or other order any applicable waiting period under the HSR Act relating to the transactions contemplated by any federal or state court which prevents this Agreement and the consummation of the Merger Ancillary Documents, shall have expired or been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Mergerterminated; (b) The parties shall have received all applicable regulatory approvals and consents to consummate no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated in by this Agreement and all required waiting periods the Ancillary Documents shall have expiredbe in effect; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved Rotor Class A Shares to be issued pursuant to this Agreement and shall be listed on an applicable Stock Exchange (to be selected by the Company Mergerand Rotor as promptly as practicable following the date hereof) upon the Closing, subject to any compliance extension or ability to remedy non-compliance, in each case as permitted by such Stock Exchange continued listing rules; (d) The Registration Statement the Rotor Stockholder Approval shall have been declared effective under the Securities Act obtained and no stop orders shall be remain in effect full force and no proceedings for such purpose shall be pending or threatened by the SECeffect; (e) Each party the Required Company Shareholder Approval shall have received been obtained and remain in full force and effect; (f) the tax opinion addressed to it referred to Merger Sub Sole Stockholder Approval shall have been obtained and remain in Section 5.12 of this Agreementfull force and effect; and (fg) The COFI Common Stock to be issued to holders of RCSB Common Stock Rotor shall have been approved for listing on at least $5,000,001 of net tangible assets following the Nasdaq National Market subject to official notice exercise of issuanceRotor Stockholder Redemption in accordance with the Rotor Governing Documents.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan Parent Bank and Charter One Bank Parent on the one hand, and RCSB Company and Target Company Bank on the other hand, to consummate the Bank Merger and the Company Entities Merger are subject to the following conditions precedent (except as to those which COFI Parent Bank or RCSB Company, as the case may chose be, may choose to waive): 57waive in writing): (a) No no preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent effect and no change in statute, rule, regulation or order preventing the consummation of the Bank Merger, the Subsidiary Merger, the Company Entities Merger or the Op Sub Merger shall have occurred and shall remain in effect; (b) The the parties shall have received all applicable regulatory approvals and consents (including without limitation, if appropriate, approval or waiver by the OTS, the OCC, the FDIC and the FSA) to consummate the transactions contemplated in by this Agreement Agreement, and all required waiting periods shall have expired; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the Company Merger; (d) The Registration Statement shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC; (ed) Each party shall have received the tax opinion addressed to it referred to in Section 5.12 of this Agreement; and (f) The COFI Parent Common Stock to be issued to holders of RCSB Company Common Stock shall have been approved for listing on the Nasdaq National Market NYSE subject to official notice of issuance; and (e) this Agreement shall have been duly adopted by holders of Company Common Stock constituting the Requisite Vote.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan the Buyer and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Seller to consummate the Merger Transactions are subject to the following conditions precedent (except as occurring on or prior to those which COFI or RCSB may chose to waive): 57 the Closing Date: (a) No preliminary or permanent injunction or other order consummation of the EE Inc. IPO and receipt by Buyer from EE Inc. of (i) cash sufficient to pay the Cash Consideration and (ii) Class A Shares sufficient to transfer the Stock Consideration; (b) execution of the Tax Receivable Agreement among EE, Inc., Buyer, Seller and Excelerate Energy Holdings, LLC; (c) all Cash has been distributed from each Acquired Company to Seller; (d) all Indebtedness for each Acquired Company has been repaid in full; (e) no provision of any federal or state court which prevents applicable Law will be in effect prohibiting the consummation of the Merger shall Closing, and no Governmental Authority of competent jurisdiction will have been issued enacted, issued, promulgated, or entered any order that is in effect and shall remain in effect; nor shall there be any third party proceeding pending to prevent restrains, enjoins, or otherwise prohibits the consummation of the Merger; Transactions; (bf) The parties the representations and warranties set forth in Section 3.01 and Section 3.02 shall be true and correct in all respects as of the Effective Date and as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct in all respects only as of such time); (g) the Parties shall have received performed in all applicable regulatory approvals material respects all of the covenants and consents agreements required to consummate be performed by such Party hereunder prior to the transactions contemplated in this Agreement and all required waiting periods Closing; (h) Seller shall have expired; delivered to Buyer a certificate signed by a duly authorized officer of Seller stating that the conditions specified in Sections 5.01(b)-(d) and, with respect to Seller, Sections (ce)-(g) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the Company Merger; (d) The Registration Statement shall have been declared effective under satisfied as of the Securities Act Closing; and no stop orders (i) Buyer shall be have delivered to Seller a certificate signed by a duly authorized officer of Buyer stating that the conditions specified in effect Section 5.01(a) and, with respect to Buyer, Sections 5.01(b), and no proceedings for such purpose shall be pending or threatened by the SEC; (e) Each party shall have received the tax opinion addressed to it referred to in Section 5.12 of this Agreement; and - (fg) The COFI Common Stock to be issued to holders of RCSB Common Stock shall have been approved for listing on satisfied as of the Nasdaq National Market subject to official notice of issuanceClosing.

Conditions to the Obligations of the Parties. Notwithstanding any other provision The obligations of this Agreementthe Parties to consummate, or cause to be consummated, the obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction on or prior to the Closing Date of the following conditions precedent (except as to those conditions, any one or more of which COFI or RCSB may chose to waive): 57be waived in writing by each of Buyer and Seller Parent: (a) No preliminary all waiting periods (and all extensions thereof) under the HSR Act and the antitrust, competition or permanent injunction foreign investment laws listed in Schedule 5.03 relating to the transactions contemplated hereby shall have expired or other order been terminated, and all required approvals by any federal Regulatory Authority under such antitrust, competition or state court which prevents the consummation of the Merger foreign investment laws shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Mergerobtained; (b) The parties there shall have received all applicable regulatory approvals and consents to consummate not be in force or effect any Action or Governmental Order of any court of competent jurisdiction, or any Law, enjoining, prohibiting or making unlawful the consummation of the transactions contemplated by this Agreement (each, a “Closing Legal Impediment”); provided, however, that Buyer shall have taken all actions required by Section 5.03 to prevent the occurrence or entry of any such Closing Legal Impediment to which Section 5.03 relates and to remove or appeal as promptly as possible any such Closing Legal Impediment; provided, further, that, for the avoidance of doubt, an Antitrust Communication shall not constitute a Closing Legal Impediment and the receipt by a Party of an Antitrust Communication shall not constitute a failure of the condition set forth in this Agreement and all required waiting periods shall have expired;Section 8.01(b); and (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the Company Merger; (d) The Registration Statement PSI Sale Restructuring shall have been declared effective under the Securities Act and no stop orders shall be completed in effect and no proceedings for such purpose shall be pending or threatened by the SEC; (e) Each party shall have received the tax opinion addressed to it referred to in accordance with Section 5.12 of this Agreement; and (f) The COFI Common Stock to be issued to holders of RCSB Common Stock shall have been approved for listing on the Nasdaq National Market subject to official notice of issuance2.01.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB ▇▇▇▇▇▇▇▇▇▇ and Target Home Bank on the other hand, to consummate the Merger are subject to the following conditions precedent (except as to those which COFI or RCSB ▇▇▇▇▇▇▇▇▇▇ may chose to waive): 57): (a) No no preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Merger; (b) The the parties shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated in this Agreement and all required waiting periods shall have expired; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the Company Merger; (d) The Registration Statement shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SECSEC and, if the offering for sale of the COFI Common Stock in the Company Merger pursuant to this Agreement is subject to the securities laws of any state, the Registration Statement shall not be subject to a stop order of any state securities authority; (ed) Each each party shall have received the tax opinion addressed to it referred to in Section 5.12 of this Agreement; and (fe) The the COFI Common Stock to be issued to holders of RCSB ▇▇▇▇▇▇▇▇▇▇ Common Stock shall have been approved for listing on the Nasdaq National Market subject to official notice of issuance.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Have▇▇▇▇▇▇ ▇▇▇ Home Bank on the other hand, to consummate the Merger are subject to the following conditions precedent (except as to those which COFI or RCSB may Have▇▇▇▇▇▇ ▇▇▇ chose to waive): 57): (a) No no preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger shall have been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Merger; (b) The the parties shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated in this Agreement and all required waiting periods shall have expired; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock shall have approved this Agreement and the Company Merger; (d) The Registration Statement shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SECSEC and, if the offering for sale of the COFI Common Stock in the Company Merger pursuant to this Agreement is subject to the securities laws of any state, the Registration Statement shall not be subject to a stop order of any state securities authority; (ed) Each each party shall have received the tax opinion addressed to it referred to in Section 5.12 of this Agreement; and (fe) The the COFI Common Stock to be issued to holders of RCSB Common Have▇▇▇▇▇▇ ▇▇▇mon Stock shall have been approved for listing on the Nasdaq National Market subject to official notice of issuance.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company and SPAC of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (a) No preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger Company Arrangement Resolution shall have been issued and shall remain approved by the Company Required Approval at the Company Shareholders Meeting in effect; nor shall there be any third party proceeding pending to prevent accordance with the consummation of the MergerInterim Order; (b) The parties the Interim Order and the Final Order shall have received all applicable regulatory approvals and consents to consummate the transactions contemplated in been obtained on terms consistent with this Agreement and all required waiting periods shall not have expiredbeen set aside or modified in a manner unacceptable to either SPAC or the Company, each acting reasonably, on appeal or otherwise; (c) The respective holders of a majority of the outstanding COFI Common Stock and RCSB Common Stock Investment Canada Act Approval shall have approved this Agreement and the Company Mergerbeen obtained; (d) The Registration Statement shall have been declared effective under no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the Securities Act and no stop orders consummation of the Transactions shall be in effect and no proceedings for such purpose shall be pending or threatened by the SECeffect; (e) Each party the Registration Statement / Proxy Statement shall have received become effective in accordance with the tax opinion addressed provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to it referred to in Section 5.12 of this Agreementthe Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threated or initiated by the SEC and remain pending; (f) the SPAC Stockholder Approval shall have been obtained; and (fg) The COFI Common Stock after giving effect to be issued to holders of RCSB Common Stock the Transactions (including the PIPE Financing), SPAC shall have been approved for listing on at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Nasdaq National Market subject to official notice of issuanceExchange Act) immediately after the Effective Time.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (a) No preliminary all applicable waiting periods (and any extensions thereof) under the HSR Act with respect to the transactions contemplated by this Agreement, and any commitment to, or permanent injunction agreement (including any timing agreement) with, any Governmental Entity not to close the transactions contemplated by this Agreement, shall have expired or other order by any federal or state court which prevents been terminated, and all Consents under the consummation Laws listed in Section 6.1(a) of the Merger Company Disclosure Schedules shall have been issued obtained and shall remain in full force and effect; nor shall there be any third party proceeding pending to prevent the consummation of the Merger; (b) The parties shall have received all applicable regulatory approvals and consents to consummate no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated in by this Agreement and all required waiting periods shall have expiredbe in effect; (c) The respective holders of a majority the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the outstanding COFI Common Stock and RCSB Common Stock Securities Act, no stop order shall have approved this Agreement been issued by the SEC and shall remain in effect with respect to the Company MergerRegistration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) The Registration Statement each Company Party Stockholder Written Consent shall have been declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SECobtained; (e) Each party the Required Parent Stockholder Approval shall have received the tax opinion addressed to it referred to in Section 5.12 of this Agreementbeen obtained; and (f) The COFI Common Stock after giving effect to be issued to holders of RCSB Common Stock the transactions contemplated hereby (including the PIPE Financing and the Bridge Financing), Parent shall have been approved for listing on at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Nasdaq National Market subject to official notice of issuanceExchange Act) immediately after the Effective Time.

Conditions to the Obligations of the Parties. Notwithstanding any other provision of this Agreement, the The obligations of COFI, Charter Michigan and Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, Parties to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists) of the following conditions precedent (except as to those which COFI or RCSB may chose to waive): 57conditions: (a) No preliminary or permanent injunction or other order to the extent necessary, any applicable waiting period under the HSR Act relating to the transactions contemplated by any federal or state court which prevents the consummation of the Merger this Agreement shall have expired or been issued and shall remain in effect; nor shall there be any third party proceeding pending to prevent the consummation of the Mergerterminated; (b) The parties shall have received all applicable regulatory approvals and consents to consummate no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated in by this Agreement and all required waiting periods shall have expiredbe in effect; (c) The respective holders of a majority the Registration Statement shall have become effective in accordance with the provisions of the outstanding COFI Common Stock and RCSB Common Stock Securities Act, no stop order shall have approved this Agreement been issued by the SEC and shall remain in effect with respect to the Company MergerRegistration Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) The Registration Statement shall have been declared effective under the Securities Act receipt of any required regulatory approvals and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SECnecessary third party approvals; (e) Each party this Agreement, the Merger, and the other Contemplated Transactions shall have received been duly adopted and approved by the tax opinion addressed to it referred to in Section 5.12 of this AgreementCompany Stockholder Approval, and the KBL Stockholder Proposals shall have been duly approved by the KBL Stockholder Approval; and (f) The COFI Common Stock after giving effect to be issued to holders of RCSB Common Stock the KBL Stockholder Redemption and any PIPE Investment, KBL shall have been approved for listing on at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Nasdaq National Market subject to official notice of issuanceExchange Act) remaining.