AGREEMENT AND PLAN OF MERGER by and among UMPQUA HOLDINGS CORPORATION, COLUMBIA BANKING SYSTEM, INC., and CASCADE MERGER SUB, INC.

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among

UMPQUA HOLDINGS CORPORATION,

COLUMBIA BANKING SYSTEM, INC.,

and

CASCADE MERGER SUB, INC.

TABLE OF CONTENTS

INDEX OF DEFINED TERMS

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of October 11, 2021 (this “Agreement”), by and among Umpqua Holdings Corporation, an Oregon corporation (“Umpqua”), Columbia Banking System, Inc., a Washington corporation (“Columbia”), and Cascade Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Columbia (“Merger Sub”).

W I T N E S S E T H:

WHEREAS, the Boards of Directors of Columbia, Umpqua and Merger Sub have determined that it is in the best interests of their respective companies and their shareholders to consummate the strategic business combination transaction provided for herein, pursuant to which (a) Merger Sub will, subject to the terms and conditions set forth herein, merge with and into Umpqua (the “Merger”), so that Umpqua is the surviving corporation (hereinafter sometimes referred to in such capacity as the “Surviving Entity”) in the Merger, and (b) immediately following the Merger, Columbia shall cause the Surviving Entity to be merged with and into Columbia (the “Second Step Merger”, and together with the Merger, the “Mergers”), so that Columbia is the surviving corporation in the Second Step Merger (hereinafter sometimes referred to in such capacity as the “Surviving Corporation”);

WHEREAS, in furtherance thereof, the respective Boards of Directors of Umpqua, Columbia and Merger Sub have approved the Mergers and this Agreement;

WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

THE MERGER

1.1          The Merger.  Subject to the terms and conditions of this Agreement, in accordance with the Oregon Business Corporation Act (the “OBCA”) and the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub shall merge with and into Umpqua.  Umpqua shall be the Surviving Entity in the Merger, and shall continue its corporate existence under the laws of the State of Oregon.  Upon consummation of the Merger, the separate corporate existence of Merger Sub shall terminate.

1.2          Closing.  Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) will take place by electronic exchange of documents at 10:00 a.m. Pacific Standard Time, (a) on the first business day of the first calendar month that follows the month in which the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VII hereof (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof) occurs, provided, however, that if the last to be satisfied of the conditions set forth in Article VII is satisfied in the month of November (other than those conditions that by their nature are to be satisfied or waived at the Closing but subject to the satisfaction or waiver of those conditions), then the Closing shall take place on the first business day of the immediately following calendar year, subject, in the case of this clause (a), to the satisfaction or waiver (subject to applicable law) of those conditions set forth in Article VII at the Closing, or (b) at such other date, time or place agreed in writing by the parties hereto (such date on which the Closing actually occurs being hereinafter referred to as the “Closing Date”).

1.3          Effective Time.  On or (if agreed by Umpqua and Columbia) prior to the Closing Date, Umpqua and Columbia, respectively, shall cause articles of merger with respect to the Merger to be filed with the Secretary of State of the State of Oregon (the “Oregon Secretary”) and a certificate of merger with the Secretary of State of the State of Delaware (the “Delaware Secretary”) (collectively, the “Articles of Merger”).  The Merger shall become effective at such time as specified in the Articles of Merger in accordance with the relevant provisions of the OBCA and the DGCL, or at such other time as shall be provided by applicable law (such time hereinafter referred to as the “Effective Time”).

1.4          Effects of the Merger.  At and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the OBCA and the DGCL.

1.5          Conversion of Umpqua Common Stock.  At the Effective Time, by virtue of the Merger and without any action on the part of Columbia, Umpqua, Merger Sub or the holder of any Umpqua Common Stock:

(a)           Subject to Section 2.2(e), each share of the common stock, no par value, of Umpqua (the “Umpqua Common Stock”) issued and outstanding immediately prior to the Effective Time, except for shares of Umpqua Common Stock owned by Umpqua as treasury stock or owned by Umpqua, Columbia or Merger Sub (in each case other than shares of Umpqua Common Stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by Umpqua or Columbia in respect of debts previously contracted), shall be converted into the right to receive 0.5958 of a share (the “Exchange Ratio” and such shares, the “Merger Consideration”) of the common stock, no par value, of Columbia (the “Columbia Common Stock”).

(b)           All of the shares of Umpqua Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate (each, an “Old Certificate,” it being understood that any reference herein to an “Old Certificate” shall be deemed to include reference to book‑entry account statements relating to the ownership of shares of Umpqua Common Stock) previously representing any such shares of Umpqua Common Stock shall thereafter represent only the right to receive (i) a New Certificate representing the number of whole shares of Columbia Common Stock which such shares of Umpqua Common Stock have been converted into the right to receive, (ii) cash in lieu of fractional shares which the shares of Umpqua Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2, without any interest thereon.  If, prior to the Effective Time, the outstanding shares of Columbia Common Stock or Umpqua Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio to give Columbia and the holders of Umpqua Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, that nothing contained in this sentence shall be construed to permit Umpqua or Columbia to take any action with respect to its securities or otherwise that is prohibited by the terms of this Agreement.

(c)           Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Umpqua Common Stock that are owned by Umpqua, Columbia or Merger Sub (in each case other than shares of Umpqua Common Stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by Umpqua or Columbia in respect of debts previously contracted) shall be cancelled and shall cease to exist and no Columbia Common Stock or other consideration shall be delivered in exchange therefor.

1.7           Merger Sub Common Stock.  At and after the Effective Time, each share of the common stock, no par value, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, no par value, of the Surviving Entity.

1.8           Treatment of Umpqua Equity Awards.

(a)           At the Effective Time, each award in respect of a share of Umpqua Common Stock subject to vesting, repurchase or other lapse restriction granted under an Umpqua Stock Plan (an “Umpqua RSU Award”) that is outstanding immediately prior to the Effective Time that is not an Umpqua Performance Award shall (i) if granted to a non-employee member of the Board of Directors of Umpqua, fully vest and be cancelled and converted automatically into the right to receive (without interest) the Merger Consideration in respect of each share of Umpqua Common Stock subject to such Umpqua RSU Award immediately prior to the Effective Time, which shall be delivered as soon as reasonably practicable following the Closing Date and in no event later than five (5) business days following the Closing Date (or on such later date if required to comply with Section 409A of the Code) and (ii) if not granted to an individual described in clause (i), be assumed and converted into a restricted stock unit award in respect of Columbia Common Stock with the same terms and conditions as were applicable under such Umpqua RSU Award immediately prior to the Effective Time (including vesting terms), and relating to the number of shares of Columbia Common Stock equal to the product of (A) the number of shares of Umpqua Common Stock subject to such Umpqua RSU Award immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, with any fractional shares rounded to the nearest whole share of Columbia Common Stock.

(b)           At the Effective Time, each performance share unit award in respect of shares of Umpqua Common Stock granted under an Umpqua Stock Plan that is outstanding immediately prior to the Effective Time (an “Umpqua Performance Award”) shall be assumed and converted into a restricted stock unit award in respect of Columbia Common Stock (an “Adjusted Performance Award”) relating to the number of shares of Columbia Common Stock equal to the product of (A) the number of shares of Umpqua Common Stock subject to such Umpqua Performance Award immediately prior to the Effective Time that would be earned assuming the achievement of the applicable performance goals as of immediately prior to the Effective Time based on the higher of target performance and actual performance through the latest practicable date prior to the Effective Time (which may be the end of Umpqua’s most recently completed fiscal quarter prior to the Effective Time) as reasonably determined by the compensation committee of the Board of Directors of Umpqua (the “Umpqua Compensation Committee”), multiplied by (B) the Exchange Ratio, with any fractional shares rounded to the nearest whole share of Columbia Common Stock.  Except as specifically provided in this Section 1.8(b), each such Adjusted Performance Award shall be subject to the same terms and conditions (including service-based vesting terms) as applied to the Umpqua Performance Award immediately prior to the Effective Time; provided, that each such Adjusted Performance Award shall be subject to service-based vesting only and shall no longer be subject to any performance conditions.

(c)           At the Effective Time, each option granted by Umpqua to purchase shares of Umpqua Common Stock under an Umpqua Stock Plan (an “Umpqua Option Award”) that is outstanding and unexercised immediately prior to the Effective Time shall be assumed and converted automatically into an option (an “Adjusted Option Award”) to purchase, on the same terms and conditions as were applicable under such Umpqua Option Award immediately prior to the Effective Time (including vesting terms), the number of shares of Columbia Common Stock (rounded down to the nearest whole number of shares of Columbia Common Stock) equal to the product of (A) the number of shares of Umpqua Common Stock subject to such Umpqua  Option Award immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, which Adjusted Option Award shall have an exercise price per share of Columbia Common Stock equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the exercise price per share of Umpqua Common Stock subject to such Umpqua Option Award immediately prior to the Effective Time, by (2) the Exchange Ratio.

(d)           At the Effective Time, each award in respect of a deferred share of Umpqua Common Stock (including with respect to the deferral of an Umpqua RSU Award) under the Umpqua Directors Nonqualified Deferred Compensation Plan (an “Umpqua Deferred Stock Award”) shall be assumed and converted automatically into a fully vested deferred stock award in respect of shares of Columbia Common Stock, subject to the same terms and conditions (other than with respect to vesting) as were applicable under such Umpqua Deferred Stock Award immediately prior to the Effective Time, and relating to the number of shares of Columbia Common Stock equal to the product of (A) the number of shares of Umpqua Common Stock subject to such Umpqua Deferred Stock Award immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, with any fractional shares rounded to the nearest whole share of Columbia Common Stock.

(e)           Promptly following the Effective Time, Columbia shall file a post-effective amendment to the S-4 or an effective registration statement on Form S-8 with respect to the Columbia Common Stock subject to the applicable adjusted Umpqua Equity Awards, as required under the Securities Act.

(f)           At or prior to the Effective Time, Umpqua, the Board of Directors of Umpqua or the Umpqua Compensation Committee, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Umpqua Equity Awards consistent with the provisions of this Section 1.8.

(g)           For purposes of this Agreement, the following terms shall have the following meanings:

 (i)           “Umpqua Equity Awards” means the Umpqua Restricted Stock Unit Awards, the Umpqua Performance Awards, the Umpqua Option Awards and the Umpqua Deferred Stock Awards.

 (ii)          “Umpqua Stock Plans” means the Umpqua Holdings Corporation 2013 Incentive Plan and the Sterling Financial Corporation 2010 Long-Term Incentive Plan.

1.9           Treatment of Columbia Equity Awards.

(a)           At the Effective Time, each performance stock unit in respect of shares of Columbia Common Stock granted under a Columbia Stock Plan that is outstanding immediately prior to the Effective Time (a “Columbia PSU Award”) shall be converted into a restricted stock unit in respect of Columbia Common Stock (an “Adjusted PSU Award”) relating to the number of shares of Columbia Common Stock equal to the number of shares of Columbia Common Stock subject to such Columbia PSU Award immediately prior to the Effective Time that would be earned assuming the achievement of the applicable performance goals as of immediately prior to the Effective Time based on the higher of target performance and actual performance through the latest practicable date prior to the Effective Time (which may be the end of Columbia’s most recently completed fiscal quarter prior to the Effective Time) as reasonably determined by the compensation committee of the Board of Directors of Columbia (the “Columbia Compensation Committee”).  Except as specifically provided in this Section 1.9(a), each such Adjusted PSU Award shall be subject to the same terms and conditions (including service-based vesting terms) as applied to the Columbia PSU Award immediately prior to the Effective Time; provided, that each such Adjusted PSU Award shall be subject to service-based vesting only and shall no longer be subject to any performance conditions.

(b)           For the avoidance of doubt, at the Second Effective Time, all Columbia Equity Awards granted under the Columbia Stock Plans shall be deemed replaced by the Surviving Corporation in accordance with Section 15(a) of the 2018 Equity Incentive Plan of Columbia (it being understood that notwithstanding such replacement, each award in respect of a share of Columbia Common Stock subject to vesting, repurchase or other lapse restriction granted under the 2018 Equity Incentive Plan of Columbia that is outstanding immediately prior to the Effective Time, if granted to a non-employee member of the Board of Directors of Columbia, shall fully vest in accordance with the terms of the 2018 Equity Incentive Plan of Columbia and applicable award agreement).

(c)           At or prior to the Effective Time, Columbia, the Board of Directors of Columbia or the Columbia Compensation Committee, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Columbia Equity Awards consistent with the provisions of this Section 1.9.

(d)           For purposes of this Agreement, “Columbia Stock Plans” means the 2018 Equity Incentive Plan of Columbia and the 2014 Stock Option and Equity Compensation Plan of Columbia.

1.10         Articles of Incorporation of Surviving Entity.  At the Effective Time, the Articles of Incorporation of Umpqua, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Entity until thereafter amended in accordance with applicable law.

1.11         Bylaws of Surviving Entity.  At the Effective Time, the Umpqua Bylaws, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Entity until thereafter amended in accordance with applicable law.

1.12         Tax Consequences.  It is intended that the Mergers, taken together, shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement is intended to be and is adopted as a plan of reorganization for the purposes of Sections 354 and 361 of the Code.

1.13         Officers and Directors of Surviving Entity.  The officers and directors of Merger Sub as of immediately prior to the Effective Time shall continue as the officers and directors of the Surviving Entity.

1.14        Second Step Merger.

(a)           Immediately following the Effective Time, in accordance with the Washington Business Corporation Act (the “WBCA”) and the OBCA, Columbia shall cause the Surviving Entity to be merged with and into Columbia in the Second Step Merger, with Columbia surviving the Second Step Merger as the Surviving Corporation and continuing its existence under the laws of the State of Washington, and the separate corporate existence of the Surviving Entity ceasing as of the Second Effective Time.  In furtherance of the foregoing, Columbia shall cause to be filed with the Secretary of State of the State of Washington (the “Washington Secretary”), in accordance with the WBCA, articles of merger (the “Washington Articles of Merger”) relating to the Second Step Merger and shall cause to be filed with the Oregon Secretary, in accordance with the OBCA, articles of merger relating to the Second Step Merger (the “Oregon Articles of Merger”).  The Second Step Merger shall become effective at such time specified in the Washington Articles of Merger and the Oregon Articles of Merger in accordance with the relevant provisions of the WBCA and the OBCA (such time hereinafter referred to as the “Second Effective Time”).

(b)           At the Second Effective Time, by virtue of the Second Step Merger and without any action on the part of Columbia or the Surviving Entity, each share of common stock, no par value, of the Surviving Entity shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

(c)           At and after the Second Effective Time, each share of Columbia Common Stock issued and outstanding immediately prior to the Second Effective Time shall remain an issued and outstanding share of Columbia Common Stock and shall not be affected by the Second Step Merger; it being understood that upon the Second Effective Time, the Columbia Common Stock, including the shares issued to former holders of Umpqua Common Stock, shall be the common stock of the Surviving Corporation.

(d)           At the Second Effective Time, the Amended and Restated Articles of Incorporation of Columbia (the “Columbia Articles”), as amended immediately prior to the Effective Time as set forth in Exhibit A (such amendment, the “Columbia Articles Amendment”), shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.

(e)           At the Second Effective Time, the Bylaws of Columbia (the “Columbia Bylaws”), as amended immediately prior to the Effective Time as set forth in Exhibit B (such amendment, the “Columbia Bylaw Amendment”), shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

(f)            At the Second Effective Time, the officers and directors of Columbia as of immediately following the Effective Time (including, for the avoidance of doubt, as provided in Section 6.12) shall be the officers and directors of the Surviving Corporation.

1.15        Columbia Articles Amendment.  Subject to the receipt of the Requisite Columbia Vote, Columbia shall, prior to the Effective Time, file the Columbia Articles Amendment with the Washington Secretary and cause the Columbia Articles Amendment to be effective prior to the Effective Time.

1.16        Bank Merger.  Promptly following the Second Step Merger, Columbia State Bank (“Columbia Bank”), a Washington state-chartered commercial bank and a wholly-owned Subsidiary of Columbia, will merge (the “Bank Merger”) with and into Umpqua Bank, an Oregon state-chartered commercial bank and a wholly-owned Subsidiary of Umpqua (“Umpqua Bank”).  Umpqua Bank shall be the surviving entity in the Bank Merger (the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of Columbia Bank shall cease.  Promptly after the date of this Agreement, Columbia Bank and Umpqua Bank will enter into an agreement and plan of merger in substantially the form set forth in Exhibit C (the “Bank Merger Agreement”).  Each of Columbia and Umpqua shall approve the Bank Merger Agreement and the Bank Merger as the sole shareholder of Columbia Bank and Umpqua Bank, respectively, and Columbia and Umpqua shall, and shall cause Columbia Bank and Umpqua Bank, respectively, to execute certificates or articles of merger and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) promptly following the Second Effective Time.  The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable law.

ARTICLE II

EXCHANGE OF SHARES

2.1          Columbia to Make Merger Consideration Available.  At or prior to the Effective Time, Columbia shall deposit, or shall cause to be deposited, with an exchange agent mutually agreed by Columbia and Umpqua (the “Exchange Agent”), for the benefit of the holders of Old Certificates, for exchange in accordance with this Article II, (a) certificates or, at Columbia’s option, evidence of shares in book-entry form (collectively, referred to herein as “New Certificates”), representing the shares of Columbia Common Stock to be issued to holders of Umpqua Common Stock, and (b) cash in lieu of any fractional shares (such cash and New Certificates for shares of Columbia Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”), to be issued pursuant to Section 1.5 and paid pursuant to Section 2.2(a) in exchange for outstanding shares of Umpqua Common Stock.

2.2          Exchange of Shares.

(a)           As promptly as practicable after the Effective Time, but in no event later than five (5) business days thereafter, Columbia and Umpqua shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Umpqua Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for New Certificates representing the number of whole shares of Columbia Common Stock and any cash in lieu of fractional shares which the shares of Umpqua Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b).  Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor (i) a New Certificate representing that number of whole shares of Columbia Common Stock to which such holder of Umpqua Common Stock shall have become entitled pursuant to the provisions of Article I and (ii) a check representing the amount of (x) any cash in lieu of fractional shares which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II and (y) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled.  No interest will be paid or accrued on any cash in lieu of fractional shares or dividends or distributions payable to holders of Old Certificates.  Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the number of whole shares of Columbia Common Stock which the shares of Umpqua Common Stock represented by such Old Certificate have been converted into the right to receive and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2.

(b)           No dividends or other distributions declared with respect to Columbia Common Stock shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article II.  After the surrender of an Old Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of Columbia Common Stock which the shares of Umpqua Common Stock represented by such Old Certificate have been converted into the right to receive.

(c)           If any New Certificate representing shares of Columbia Common Stock is to be issued in a name other than that in which the Old Certificate or Old Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Old Certificate or Old Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other similar Taxes required by reason of the issuance of a New Certificate representing shares of Columbia Common Stock in any name other than that of the registered holder of the Old Certificate or Old Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

(d)           After the Effective Time, there shall be no transfers on the stock transfer books of Umpqua of the shares of Umpqua Common Stock that were issued and outstanding immediately prior to the Effective Time.  If, after the Effective Time, Old Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for New Certificates representing shares of Columbia Common Stock as provided in this Article II.

(e)           Notwithstanding anything to the contrary contained herein, no New Certificates or scrip representing fractional shares of Columbia Common Stock shall be issued upon the surrender for exchange of Old Certificates, no dividend or distribution with respect to Columbia Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Columbia.  In lieu of the issuance of any such fractional share, Columbia shall pay to each former holder of Umpqua Common Stock who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing-sale prices of Columbia Common Stock on the Nasdaq Global Select Market (the “NASDAQ”) as reported by The Wall Street Journal for the consecutive period of five (5) full trading days ending on the day preceding the Closing Date by (ii) the fraction of a share (after taking into account all shares of Umpqua Common Stock held by such holder immediately prior to the Effective Time and rounded to the nearest thousandth when expressed in decimal form) of Columbia Common Stock which such holder would otherwise be entitled to receive pursuant to Section 1.5.  The parties acknowledge that payment of such cash consideration in lieu of issuing fractional shares is not separately bargained-for consideration, but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of fractional shares.

(f)           Any portion of the Exchange Fund that remains unclaimed by the holders of Umpqua Common Stock for twelve (12) months after the Effective Time shall be paid to the Surviving Corporation.  Any former holders of Umpqua Common Stock who have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation for payment of the shares of Columbia Common Stock and cash in lieu of any fractional shares and any unpaid dividends and distributions on the Columbia Common Stock deliverable in respect of each former share of Umpqua Common Stock that such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon.  Notwithstanding the foregoing, none of Columbia, Umpqua, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of Umpqua Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.

(g)           Columbia shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any cash in lieu of fractional shares of Columbia Common Stock, any cash dividends or distributions payable pursuant to this Section 2.2 or any other consideration otherwise payable pursuant to this Agreement to any holder of Umpqua Common Stock or Umpqua Equity Awards such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of Tax law.  To the extent that amounts are so withheld by Columbia or the Exchange Agent, as the case may be, and paid over to the appropriate Governmental Entity, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Umpqua Common Stock or Umpqua Equity Awards in respect of which the deduction and withholding was made by Columbia or the Exchange Agent, as the case may be.

(h)           In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such person of a bond in such amount and on such terms as the Exchange Agent, in consultation with the Surviving Corporation, may reasonably determine is necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Columbia Common Stock and any cash in lieu of fractional shares deliverable in respect thereof pursuant to this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF UMPQUA

Except (a) as disclosed in the disclosure schedule delivered by Umpqua to Columbia concurrently herewith (the “Umpqua Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Umpqua Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Umpqua that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to result in a Material Adverse Effect, and (iii) any disclosures made with respect to a section of this Article III shall be deemed to qualify (1) any other section of this Article III specifically referenced or cross-referenced and (2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross-reference) from a reading of the disclosure that such disclosure applies to such other sections or (b) as disclosed in any Umpqua Reports filed by Umpqua after January 1, 2020 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly nonspecific or cautionary, predictive or forward-looking in nature), Umpqua hereby represents and warrants to Columbia as follows:

3.1          Corporate Organization.

(a)           Umpqua is a corporation duly organized, validly existing and in good standing under the laws of the State of Oregon and is a financial holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”).  Umpqua has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.  Umpqua is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing, qualification or standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Umpqua.  As used in this Agreement, “Material Adverse Effect” means, with respect to Columbia, Umpqua, Merger Sub or the Surviving Corporation, as the case may be, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations (including the Pandemic Measures) of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries (including any such changes arising out of the Pandemic or any Pandemic Measures), (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event (including the Pandemic), (E) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers or employees), (F) any stockholder litigation arising out of, related to, or in connection with this Agreement, the Mergers or the Bank Merger that is brought or threatened against a party or any members of a party’s Board of Directors from and following the date of this Agreement and prior to the Effective Time (it being understood and agreed that the foregoing shall not apply for purposes of the representations and warranties in Sections 3.3(b), 3.4, 3.11(j), 4.3(b), 4.4 or 4.11(j)) or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (G) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections or internal financial forecasts (it being understood that the underlying causes of such decline or failure may be taken into account in determining whether a Material Adverse Effect has occurred, except to the extent otherwise excepted by this proviso) or (H) the expenses incurred by Umpqua or Columbia in negotiating, documenting, effecting and consummating the transactions contemplated by this Agreement; except, with respect to subclauses (A), (B), (C) or (D) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby.  As used in this Agreement, “Pandemic” means any outbreaks, epidemics or pandemics relating to SARS-CoV-2 or Covid-19, or any variants, evolutions or mutations thereof, or any other viruses (including influenza), and the governmental and other responses thereto; “Pandemic Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shutdown, closure, sequester or other laws, directives, policies, guidelines or recommendations promulgated by any Governmental Entity, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to the Pandemic; “Subsidiary,” when used with respect to any person, means any subsidiary of such person within the meaning ascribed to such term in either Rule 1-02 of Regulation S-X promulgated by the SEC or the BHC Act; and “Significant Subsidiaries” shall have the meaning ascribed to it in Rule 1-02 of Regulation S-X promulgated by the SEC.  True and complete copies of the Restated Articles of Incorporation of Umpqua (the “Umpqua Articles”) and the Bylaws of Umpqua (the “Umpqua Bylaws”), as in effect as of the date of this Agreement, have previously been made available by Umpqua to Columbia.

(b)           Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Umpqua, each Subsidiary of Umpqua (a “Umpqua Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so licensed or qualified or in good standing, and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted.  There are no restrictions on the ability of any Subsidiary of Umpqua to pay dividends or distributions except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all similarly regulated entities.  The deposit accounts of each Subsidiary of Umpqua that is an insured depository institution are insured by the Federal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950) to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened.  Section 3.1(b) of the Umpqua Disclosure Schedule sets forth a true, correct and complete list of all Significant Subsidiaries of Umpqua as of the date hereof.

3.2          Capitalization.

(a)           As of the date of this Agreement, the authorized capital stock of Umpqua consists of 400,000,000 shares of Umpqua Common Stock and 4,000,000 shares of preferred stock, no par value (“Umpqua Preferred Stock”).  As of October 8, 2021, there were (i) 216,621,803 shares of Umpqua Common Stock outstanding, (ii) zero shares of Umpqua Common Stock held in treasury, (iii) 767,540  shares of Umpqua Common Stock granted in respect of outstanding Umpqua RSU Awards, (iv) 930,255 shares of Umpqua Common Stock granted in respect of outstanding Umpqua Performance Awards (assuming performance goals applicable to Umpqua Performance Awards are satisfied at the maximum level), (v) 4,417 shares of Umpqua Common Stock reserved for issuance upon the exercise of outstanding Umpqua Stock Options and (vi) zero shares of Umpqua Preferred Stock outstanding.  As of the date of this Agreement, except as set forth in the immediately preceding sentence and for changes since October 8, 2021 resulting from the vesting or settlement of any Umpqua Equity Awards described in the immediately preceding sentence, there are no other shares of capital stock or other equity or voting securities of Umpqua issued, reserved for issuance or outstanding.  All of the issued and outstanding shares of Umpqua Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.  There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of Umpqua may vote.  Other than Umpqua Equity Awards issued prior to the date of this Agreement as described in this Section 3.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character relating to, or securities or rights convertible or exchangeable into or exercisable for, or valued by reference to, shares of capital stock or other equity or voting securities of or ownership interest in Umpqua, or contracts, commitments, understandings or arrangements by which Umpqua may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in Umpqua, or that otherwise obligate Umpqua to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing.  There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which Umpqua or any of its Subsidiaries is a party or is bound with respect to the voting or transfer of Umpqua Common Stock or other equity interests of Umpqua.

(b)           Umpqua owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the Umpqua Subsidiaries, free and clear of any liens, claims, title defects, mortgages, pledges, charges, encumbrances and security interests whatsoever (“Liens”), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof.  No Umpqua Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

3.3          Authority; No Violation.

(a)           Umpqua has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Mergers and the Bank Merger) have been duly and validly approved by the Board of Directors of Umpqua.  The Board of Directors of Umpqua has determined that the Mergers and the other transactions contemplated hereby, on the terms and conditions set forth in this Agreement, is in the best interests of Umpqua and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Umpqua’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect.  Except for (i) the approval of this Agreement by the holders of a majority of the outstanding shares of Umpqua Common Stock entitled to vote on this Agreement (the “Requisite Umpqua Vote”) and (ii) the adoption and approval of the Bank Merger Agreement by the Board of Directors of Umpqua Bank and the approval of the Bank Merger Agreement by Umpqua as Umpqua Bank’s sole shareholder, no other corporate proceedings on the part of Umpqua are necessary to approve this Agreement or to consummate the transactions contemplated hereby.  This Agreement has been duly and validly executed and delivered by Umpqua and (assuming due authorization, execution and delivery by Columbia and Merger Sub) constitutes a valid and binding obligation of Umpqua, enforceable against Umpqua in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)).

(b)           Neither the execution and delivery of this Agreement by Umpqua nor the consummation by Umpqua of the transactions contemplated hereby, including the Mergers and the Bank Merger, nor compliance by Umpqua with any of the terms or provisions hereof, will (i) violate any provision of the Umpqua Articles or the Umpqua Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Umpqua or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Umpqua or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Umpqua or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Umpqua.

3.4          Consents and Approvals.  Except for (a) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any state banking or insurance authorities listed on Section 3.4 of the Umpqua Disclosure Schedule or Section 4.4 of the Columbia Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of Umpqua’s and Columbia’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Columbia in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration of effectiveness of the S-4, (f) the filing of the Columbia Articles Amendment with the Washington Secretary, the Articles of Merger with the Delaware Secretary pursuant to DGCL and the Oregon Secretary pursuant to the OBCA, and the Oregon Articles of Merger with the Oregon Secretary pursuant to the OBCA, the filing of the Washington Articles of Merger with the Washington Secretary pursuant to the WBCA, and the filing of the Bank Merger Certificates and (g) 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 Columbia Common Stock pursuant to this Agreement and the approval of the listing of such Columbia Common Stock on the NASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by Umpqua of this Agreement or (ii) the consummation by Umpqua of the Mergers and the other transactions contemplated hereby (including the Bank Merger).  As of the date hereof, Umpqua has no knowledge of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Mergers and Bank Merger on a timely basis.

3.5          Reports.

(a)           Umpqua and each of its Subsidiaries have timely filed (or furnished) all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 2020 with (i) any state regulatory authority, (ii) the SEC, (iii) the Federal Reserve Board, (iv) the FDIC, (v) any foreign regulatory authority and (vi) any self-regulatory organization (an “SRO”) ((i) – (vi), collectively, “Regulatory Agencies”), including any report, form, correspondence, registration or statement required to be filed (or furnished, as applicable) pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file (or furnish, as applicable) such report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Umpqua.  Subject to Section 9.14, except for normal examinations conducted by a Regulatory Agency in the ordinary course of business of Umpqua and its Subsidiaries, (i) no Regulatory Agency has initiated or has pending any proceeding or, to the knowledge of Umpqua, investigation into the business or operations of Umpqua or any of its Subsidiaries since January 1, 2020, (ii) there is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Umpqua or any of its Subsidiaries, and (iii) there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of Umpqua or any of its Subsidiaries since January 1, 2020; in the case of each of clauses (i) through (iii), which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Umpqua.

(b)           An accurate copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished by Umpqua to the SEC since December 31, 2019 pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act (the “Umpqua Reports”) is publicly available.  No such Umpqua Report, as of the date thereof (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date.  As of their respective dates, all Umpqua Reports filed under the Securities Act and the Exchange Act complied in all material respects with the published rules and regulations of the SEC with respect thereto.  As of the date of this Agreement, no executive officer of Umpqua has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”).  As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the Umpqua Reports.

3.6          Financial Statements.

(a)           The financial statements of Umpqua and its Subsidiaries included (or incorporated by reference) in the Umpqua Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Umpqua and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Umpqua and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto.  The books and records of Umpqua and its Subsidiaries have been, since January 1, 2018, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.  Since January 1, 2018, no independent public accounting firm of Umpqua has resigned (or informed Umpqua that it intends to resign) or been dismissed as independent public accountants of Umpqua as a result of, or in connection with, any disagreements with Umpqua on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

(b)           Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Umpqua, neither Umpqua nor any of its Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Umpqua included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2021, or in connection with this Agreement and the transactions contemplated hereby.

(c)           The records, systems, controls, data and information of Umpqua and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Umpqua or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Umpqua.  Umpqua (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to Umpqua, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Umpqua by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Umpqua’s outside auditors and the audit committee of Umpqua’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which would reasonably be expected to adversely affect Umpqua’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Umpqua’s internal controls over financial reporting.  To the knowledge of Umpqua, there is no reason to believe that Umpqua’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due.

(d)           Since January 1, 2020, (i) neither Umpqua nor any of its Subsidiaries, nor, to the knowledge of Umpqua, any director, officer, auditor, accountant or representative of Umpqua or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Umpqua or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Umpqua or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Umpqua or any of its Subsidiaries, whether or not employed by Umpqua or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Umpqua or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of Umpqua or any committee thereof or to the knowledge of Umpqua, to any director or officer of Umpqua.

3.7          Broker’s Fees.  With the exception of the engagement of ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”), neither Umpqua nor any Umpqua Subsidiary nor any of their respective officers or directors has employed any broker, finder or financial advisor or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the Merger or related transactions contemplated by this Agreement.  Umpqua has disclosed to Columbia as of the date hereof the aggregate fees provided for in connection with the engagement by Umpqua of ▇.▇. ▇▇▇▇▇▇ related to the Merger and the other transactions contemplated hereby.

3.8           Absence of Certain Changes or Events.

(a)           Since December 31, 2020, there has not been any effect, change, event, circumstance, condition, occurrence or development that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Umpqua.

(b)           Except in connection with the transactions contemplated by this Agreement, since December 31, 2020, Umpqua and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course.

3.9          Legal Proceedings.

(a)           Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Umpqua, neither Umpqua nor any of its Subsidiaries is a party to any, and there are no pending or threatened in writing or,  to Umpqua’s knowledge, otherwise threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against Umpqua or any of its Subsidiaries or any of their current or former directors or executive officers or challenging the validity or propriety of the transactions contemplated by this Agreement.

(b)           There is no injunction, order, judgment, decree, or regulatory restriction imposed upon Umpqua, any of its Subsidiaries or the assets of Umpqua or any of its Subsidiaries (or that, upon consummation of the Mergers, would apply to the Surviving Corporation or any of its affiliates) that would reasonably be expected to be material to Umpqua and its Subsidiaries, taken as a whole (other than any order issued by a Regulatory Agency in connection with the Mergers or Bank Merger whose approval is required for the Mergers or Bank Merger, as the case may be).

3.10         Taxes and Tax Returns.

(a)           Each of Umpqua and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects.  Neither Umpqua nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course).  All material Taxes of Umpqua and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid.  Each of Umpqua and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party.  Neither Umpqua nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect.  The federal income Tax Returns of Umpqua and its Subsidiaries for all years to and including 2020 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired.  Neither Umpqua nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of Umpqua and its Subsidiaries or the assets of Umpqua and its Subsidiaries.  Umpqua has made available to Columbia true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years.  Neither Umpqua nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Umpqua and its Subsidiaries).  Neither Umpqua nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Umpqua) or (b) has any liability for the Taxes of any person (other than Umpqua or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise.  Neither Umpqua nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code.  Neither Umpqua nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b).  At no time during the past five (5) years has Umpqua been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

(b)           As used in this Agreement, “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon.

(c)           As used in this Agreement, “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

3.11         Employees and Employee Benefit Plans.

(a)           Section 3.11(a) of the Umpqua Disclosure Schedule lists all material Umpqua Benefit Plans.  For purposes of this Agreement, “Umpqua Benefit Plans” means all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA, and all stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, retention, bonus, employment, change in control, termination or severance plans, programs, agreements or arrangements (whether or not funded and whether or not in writing) that are maintained, contributed to or sponsored or maintained by, or required to be contributed to, Umpqua or any of its Subsidiaries for the benefit of any current or former employee, officer or director of Umpqua or any of its Subsidiaries, excluding, in each case, any Multiemployer Plan.

(b)           Umpqua has heretofore made available to Columbia true and complete copies of (i) each material Umpqua Benefit Plan, including any amendments thereto and all related trust documents, insurance contracts or other funding vehicles, and (ii) to the extent applicable, (A) the most recent summary plan description, if any, required under ERISA with respect to such Umpqua Benefit Plan, (B) the most recent annual report (Form 5500), if any, filed with the IRS, (C) the most recently received IRS determination letter, if any, relating to such Umpqua Benefit Plan, (D) the most recently prepared actuarial report for each Umpqua Benefit Plan (if applicable), and (E) all material non-routine correspondence to or from any Governmental Entity received in the last three (3) years with respect to such Umpqua Benefit Plan.

(c)           Each Umpqua Benefit Plan has been established, operated and administered in all material respects in accordance with its terms and the requirements of all applicable laws, including ERISA and the Code.

(d)           Section 3.11(d) of the Umpqua Disclosure Schedule identifies each Umpqua Benefit Plan that is intended to be qualified under Section 401(a) of the Code (the “Umpqua Qualified Plans”).  The IRS has issued a favorable determination letter with respect to each Umpqua Qualified Plan and the related trust, and, to the knowledge of Umpqua, there are no existing circumstances and no events have occurred that would reasonably be expected to adversely affect the qualified status of any Umpqua Qualified Plan or the related trust.

(e)           No Umpqua Benefit Plan is, and none of Umpqua, any of its Subsidiaries or any of their respective ERISA Affiliates has, at any time during the last six (6) years, contributed to or been obligated to contribute to any plan that is, subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code.  No Controlled Group Liability has been incurred by Umpqua or its ERISA Affiliates that has not been satisfied in full, and, to the knowledge of Umpqua, no condition exists that presents a material risk to Umpqua or its ERISA Affiliates of incurring any such liability, except as, either individually or in the aggregate, would not reasonably be expected to result in any material liability to Umpqua and its Subsidiaries.  For purposes of this Agreement, “Controlled Group Liability” means any and all liabilities (1) under Title IV of ERISA, (2) under Section 302 of ERISA, (3) under Sections 412 and 4971 of the Code, and (4) as a result of a failure to comply with the continuing coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, and “ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

(f)           None of Umpqua, any of its Subsidiaries or any of their respective ERISA Affiliates has, at any time during the last six (6) years, contributed to or been obligated to contribute to any plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) or a plan that has two or more contributing sponsors, at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”), and none of Umpqua, any of its Subsidiaries or any of their respective ERISA Affiliates has incurred any material liability to a Multiemployer Plan or a Multiple Employer Plan as a result of a complete or partial withdrawal (as those terms are defined in Part I of Subtitle E of Title IV of ERISA) from a Multiemployer Plan or a Multiple Employer Plan that has not been satisfied in full.

(g)           Neither Umpqua nor any of its Subsidiaries sponsors, has sponsored or has any obligation with respect to any employee benefit plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired or former employees or their dependents, except as required by Section 4980B of the Code.

(h)           All contributions required to be made to any Umpqua Benefit Plan by applicable law or by any plan document, and all premiums due or payable with respect to insurance policies funding any Umpqua Benefit Plan, for any period through the date hereof, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of Umpqua, except as, either individually or in the aggregate, would not reasonably be expected to result in any material liability to Umpqua and its Subsidiaries.

(i)            There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations that have been asserted or instituted, and, to Umpqua’s knowledge, no set of circumstances exists that may reasonably be expected to give rise to a claim or lawsuit, against the Umpqua Benefit Plans, any fiduciaries thereof with respect to their duties to the Umpqua Benefit Plans or the assets of any of the trusts under any of the Umpqua Benefit Plans, except as, either individually or in the aggregate, would not reasonably be expected to result in any material liability to Umpqua and its Subsidiaries.

(j)            Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) (i) entitle any employee, officer, director or individual independent contractor of Umpqua or any of its Subsidiaries to any payment or benefit, (ii) result in, accelerate, cause the vesting, exercisability, funding, payment or delivery of, or increase in the amount or value of, any payment, right or other benefit to any employee, officer, director or independent contractor of Umpqua or any of its Subsidiaries, (iii) accelerate the timing of or cause Umpqua or any of its Subsidiaries to transfer or set aside any assets to fund any material benefits under any Umpqua Benefit Plan, or (iv) result in any limitation on the right of Umpqua or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Umpqua Benefit Plan or related trust.  Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) by Umpqua or any of its Subsidiaries in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

(k)           Neither Umpqua nor any of its Subsidiaries is a party to any plan, program, agreement or arrangement that provides for the gross-up or reimbursement of Taxes imposed under Section 409A or 4999 of the Code (or any corresponding provisions of state or local law relating to Tax).

(l)            No Umpqua Benefit Plan is maintained outside of the jurisdiction of the United States or covers any Umpqua employees who reside or work outside of the United States.

(m)          There are no pending or, to the knowledge of Umpqua, threatened material labor grievances or material unfair labor practice claims or charges against Umpqua or any of its Subsidiaries, or any strikes or other material labor disputes against Umpqua or any of its Subsidiaries.  Neither Umpqua nor any of its Subsidiaries is party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Umpqua or any of its Subsidiaries and, to the knowledge of Umpqua, there are no organizing efforts by any union or other group seeking to represent any employees of Umpqua and its Subsidiaries.

(n)           Umpqua and its Subsidiaries are in compliance in all material respects with, and since December 31, 2019 have complied in all material respects with, all laws regarding employment and employment practices, terms and conditions of employment, wages and hours, paid sick leave, classification of employees and independent contractors, equitable pay practices, privacy rights, labor disputes, employment discrimination, sexual or racial harassment or discrimination, workers’ compensation or long-term disability policies, retaliation, immigration, family and medical leave, occupational safety and health and other laws in respect of any reduction in force (including notice, information and consultation requirements).

(o)           (i) To the knowledge of Umpqua, no written allegations of sexual harassment or sexual misconduct have been made since December 31, 2019 against any Umpqua Insider, (ii) since December 31, 2019, neither Umpqua nor any of its Subsidiaries has entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct by any Umpqua Insider, and (iii) there are no proceedings currently pending or, to the knowledge of Umpqua, threatened related to any allegations of sexual harassment or sexual misconduct by any Umpqua Insider.

3.12        Compliance with Applicable Law.  Umpqua and each of its Subsidiaries hold, and have at all times since December 31, 2019, held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (and have paid all fees and assessments due and payable in connection therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such license, franchise, permit, or authorization (nor the failure to pay any fees or assessments) would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Umpqua, and, to the knowledge of Umpqua, no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened.  Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Umpqua and each of its Subsidiaries have complied with and are not in default or violation under any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to Umpqua or any of its Subsidiaries, including all laws relating to the privacy and security of data or information that constitutes personal data or personal information under applicable law (“Personal Data”), the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, and any other laws relating to bank secrecy, discriminatory lending, financing or leasing practices, consumer protection, money laundering prevention, foreign assets control, U.S. sanctions laws and regulations, Sections 23A and 23B of the Federal Reserve Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans.  Each of Umpqua’s Subsidiaries that is an insured depository institution has a Community Reinvestment Act rating of “satisfactory” or better.  Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Umpqua, none of Umpqua, or any of its Subsidiaries or, to the knowledge of Umpqua, any director, officer, employee, agent or other person acting on behalf of Umpqua or any of its Subsidiaries has, directly or indirectly, (a) used any funds of Umpqua or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (b) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Umpqua or any of its Subsidiaries, (c) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law, (d) established or maintained any unlawful fund of monies or other assets of Umpqua or any of its Subsidiaries, (e) made any fraudulent entry on the books or records of Umpqua or any of its Subsidiaries, or (f) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for Umpqua or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for Umpqua or any of its Subsidiaries, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department.  Umpqua maintains a written information privacy and security program that maintains reasonable measures to protect the privacy, confidentiality and security of all Personal Data against any (i) loss or misuse of Personal Data, (ii) unauthorized or unlawful operations performed upon Personal Data or (iii) any other act or omission that compromises the security or confidentiality of Personal Data (clauses (i) through (iii), a “Security Breach”).  To the knowledge of Umpqua, Umpqua has not experienced any Security Breach that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Umpqua.  To the knowledge of Umpqua, there are no data security or other technological vulnerabilities with respect to Umpqua’s information technology systems or networks that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Umpqua.  Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Umpqua:  (A) Umpqua Bank has complied with all requirements of the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “CARES Act”) and the Paycheck Protection Program, including applicable guidance, in connection with its participation in the Paycheck Protection Program; (B) Umpqua and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state, federal and foreign law; and (C) none of Umpqua, any of its Subsidiaries, or any of its or its Subsidiaries’ directors, officers or employees, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account, and the accountings for each such fiduciary account are true, correct and complete and accurately reflect the assets and results of such fiduciary account.

3.13        Certain Contracts.

(a)           As of the date hereof, neither Umpqua nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any Umpqua Benefit Plan):  (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by Umpqua or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite Umpqua Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Umpqua; (v) (A) that relates to the incurrence of indebtedness by Umpqua or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by Umpqua or any of its Subsidiaries of, or any similar commitment by Umpqua or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in an outstanding principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of Umpqua or any of its Subsidiaries, other than contracts entered into by Umpqua or its Subsidiaries in the ordinary course of business; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Umpqua or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $7,500,000 per annum other than any such contracts which are terminable by Umpqua or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by Umpqua or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of Umpqua or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which Umpqua or its Subsidiaries have or may have a material obligation or liability.  Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a) (excluding any Umpqua Benefit Plan), whether or not set forth in the Umpqua Disclosure Schedule, is referred to herein as a “Umpqua Contract”.  Umpqua has made available to Columbia true, correct and complete copies of each Umpqua Contract in effect as of the date hereof.

(b)           In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Umpqua, (i) each Umpqua Contract is valid and binding on Umpqua or one of its Subsidiaries, as applicable, and in full force and effect, (ii) Umpqua and each of its Subsidiaries has complied with and performed all obligations required to be performed by it to date under each Umpqua Contract, (iii) to the knowledge of Umpqua, each third-party counterparty to each Umpqua Contract has complied with and performed all obligations required to be performed by it to date under such Umpqua Contract, (iv) Umpqua does not have knowledge of, and has not received notice of, any violation of any Umpqua Contract by any of the other parties thereto, (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a breach or default on the part of Umpqua or any of its Subsidiaries, or to the knowledge of Umpqua, any other party thereto, of or under any such Umpqua Contract and (vi) no third-party counterparty to any Umpqua Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any Umpqua Contract as a result of the Pandemic or the Pandemic Measures.

3.14        Agreements with Regulatory Agencies.  Subject to Section 9.14, neither Umpqua nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2020, a recipient of any supervisory letter from, or since January 1, 2020, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the Umpqua Disclosure Schedule, a “Umpqua Regulatory Agreement”), nor has Umpqua or any of its Subsidiaries been advised in writing or, to the knowledge of Umpqua threatened, since January 1, 2020, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Umpqua Regulatory Agreement.

3.15        Risk Management Instruments.  Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Umpqua, (a) all interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative transactions and risk management arrangements, whether entered into for the account of Umpqua, any of its Subsidiaries or for the account of a customer of Umpqua or one of its Subsidiaries, were entered into in the ordinary course of business and in accordance with applicable rules, regulations and policies of any Regulatory Agency and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of Umpqua or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability Exceptions), and are in full force and effect; and (b) Umpqua and each of its Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued, and, to Umpqua’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

3.16        Environmental Matters.  Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Umpqua, Umpqua and its Subsidiaries are in compliance, and have complied since January 1, 2020, with each federal, state or local law, regulation, order, decree, permit, authorization, common law or agency requirement relating to:  (a) the protection or restoration of the environment, health and safety as it relates to hazardous substance exposure or natural resource damages, (b) the handling, use, presence, disposal, release or threatened release of, or exposure to, any hazardous substance, or (c) noise, odor, wetlands, indoor air, pollution, contamination or any injury to persons or property from exposure to any hazardous substance (collectively, “Environmental Laws”).  There are no legal, administrative, arbitral or other proceedings, claims or actions or, to the knowledge of Umpqua, any private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that could reasonably be expected to result in the imposition, on Umpqua or any of its Subsidiaries of any liability or obligation arising under any Environmental Law, pending or threatened against Umpqua, which liability or obligation would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Umpqua.  To the knowledge of Umpqua, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Umpqua.

3.17         Investment Securities and Commodities.