Common use of Transactions and Terms of Merger Clause in Contracts

Transactions and Terms of Merger. 1 1.1 Merger 1 1.2 Bank Merger 1 1.3 Time and Place of Closing 2 1.4 Effective Time 2 1.5 Conversion of Business Bank Common Stock 2 1.6 SBC Common Stock 3 1.7 Business Bank Equity Awards 3 1.8 Organizational Documents of Surviving Corporation; Directors and Officers 4 1.9 Tax Consequences 4

Transactions and Terms of Merger. 1 1.1 Merger 1 1.2 Bank Merger 1 2 1.3 Time and Place of Closing 2 1.4 Effective Time 2 1.5 Conversion of Business Bank Common VBI Capital Stock 2 1.6 SBC Common Stock 3 4 1.7 Business Bank Equity Awards 3 1.8 Organizational Documents of Surviving Corporation; Directors and Officers 4 1.9 1.8 Tax Consequences 4 1.9 Election and Proration Procedures 4