AGREEMENT AND PLAN OF Reorganization BY AND Among EQUITY BANCSHARES, INC., kl merger sub, inc. AND kansasland bancshares, Inc. Dated as of April 18, 2024

AGREEMENT AND PLAN OF Reorganization

BY AND Among

EQUITY BANCSHARES, INC.,

kl merger sub, inc.

AND

kansasland bancshares, Inc.

Dated as of April 18, 2024

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ARTICLE I The Merger 2

Section 1.01 Merger of Merger Sub with and into KBI 2

Section 1.02 Effects of the Merger 2

Section 1.03 Articles of Incorporation and Bylaws 2

Section 1.04 Directors and Officers 2

Section 1.05 Effect on Capital Stock 2

Section 1.06 Calculation of Consideration 3

Section 1.07 Exchange Procedures 4

Section 1.08 Tax Treatment 5

Section 1.09 Modification of Structure 5

Section 1.10 Dissenting Shareholders 5

Section 1.11 Second Step Merger 6

Section 1.12 Bank Merger 6

ARTICLE II THE CLOSING AND THE CLOSING DATE 7

Section 2.01 Time and Place of the Closing and Closing Date 7

Section 2.02 Actions to be Taken at the Closing by KBI 7

Section 2.03 Actions to be Taken at the Closing by EQBK 9

ARTICLE III REPRESENTATIONS AND WARRANTIES OF KBI 11

Section 3.01 Organization and Qualification 11

Section 3.02 Authority; Execution and Delivery 12

Section 3.03 Capitalization 12

Section 3.04 Compliance with Laws, Permits and Instruments 13

Section 3.05 Financial Statements. 14

Section 3.06 Undisclosed Liabilities 15

Section 3.07 Litigation 15

Section 3.08 Consents and Approvals 15

Section 3.09 Title to Assets 16

Section 3.10 Absence of Certain Changes or Events 16

Section 3.11 Leases, Contracts and Agreements 19

Section 3.12 Taxes 20

Section 3.13 Insurance 21

Section 3.14 No Material Adverse Change 21

Section 3.15 Proprietary Rights 21

Section 3.16 Transactions with Certain Persons and Entities 22

Section 3.17 Evidences of Indebtedness 22

Section 3.18 Condition of Assets 23

Section 3.19 Environmental Compliance 23

Section 3.20 Regulatory Compliance 24

Section 3.21 Absence of Certain Business Practices 25

Section 3.22 Books and Records 25

Section 3.23 Forms of Instruments, Etc 25

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Section 3.24 Fiduciary Responsibilities 25

Section 3.25 Guaranties 25

Section 3.26 Voting Trust, Voting Agreements or Shareholders’ Agreements 25

Section 3.27 Employee Relationships 25

Section 3.28 Employee Benefit Plans 26

Section 3.29 Obligations to Employees 28

Section 3.30 Interest Rate Risk Management Instruments 29

Section 3.31 Internal Controls 29

Section 3.32 Community Reinvestment Act 29

Section 3.33 Fair Housing Act, Home Mortgage Disclosure Act, Real Estate Settlement Procedures Act and Equal Credit Opportunity Act 29

Section 3.34 Usury Laws and Other Consumer Compliance Laws 30

Section 3.35 Bank Secrecy Act, Foreign Corrupt Practices Act and U.S.A. Patriot Act 30

Section 3.36 Unfair, Deceptive or Abusive Acts or Practices 30

Section 3.37 Securities Not Publicly Traded 30

Section 3.38 Representations Not Misleading 30

Section 3.39 Mortgage Servicing Right 31

Section 3.40 No Other Representations or Warranties 32

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF EQBK 32

Section 4.01 Organization and Qualification 33

Section 4.02 Authority; Execution and Delivery 33

Section 4.03 Capitalization 34

Section 4.04 Compliance with Laws, Permits and Instruments 34

Section 4.05 Consents and Approvals 35

Section 4.06 Regulatory Compliance 35

Section 4.07 Absence of Certain Changes 36

Section 4.08 EQBK Disclosure Controls and Procedures 36

Section 4.09 Representations Not Misleading 36

Section 4.10 No Other Representations or Warranties 37

ARTICLE V COVENANTS OF KBI 37

Section 5.01 Commercially Reasonable Efforts 37

Section 5.02 Shareholders’ Meeting 37

Section 5.03 Information Furnished by KBI 37

Section 5.04 Required Acts 38

Section 5.05 Prohibited Acts 39

Section 5.06 Access; Pre-Closing Investigation 42

Section 5.07 Additional Financial Statements 42

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Section 5.08 Untrue Representations 42

Section 5.09 Litigation and Claims 43

Section 5.10 Material Adverse Changes 43

Section 5.11 Consents and Approvals 43

Section 5.12 Benefit Plans 43

Section 5.13 Termination of Contracts 43

Section 5.14 Conforming Accounting Adjustments 44

Section 5.15 Regulatory and Other Approvals 44

Section 5.16 Tax Matters 45

Section 5.17 Disclosure Schedules 45

Section 5.18 Transition 45

Section 5.19 Execution of Releases 46

Section 5.20 No Solicitation 46

ARTICLE VI COVENANTS OF EQBK 47

Section 6.01 Commercially Reasonable Efforts 47

Section 6.02 Regulatory Filings 47

Section 6.03 Untrue Representations 47

Section 6.04 Litigation and Claims 48

Section 6.05 Material Adverse Changes 48

Section 6.06 Consents and Approvals 48

Section 6.07 Employee Matters 48

Section 6.08 Conduct of Business in the Ordinary Course 49

Section 6.09 No Control of Other Party’s Business 49

Section 6.10 Directors’ and Officers’ Indemnification and Insurance 49

Section 6.11 Tax Matters 50

ARTICLE VII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF KBI 51

Section 7.01 Representations and Warranties 51

Section 7.02 Performance of Obligations 51

Section 7.03 Shareholder Approval 51

Section 7.04 Government and Other Approvals 51

Section 7.05 No Litigation 52

Section 7.06 Delivery of Closing Documents 52

Section 7.07 No Material Adverse Change 52

Section 7.08 Tail Policy 52

ARTICLE VIII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF EQBK AND MERGER SUB 52

Section 8.01 Representations and Warranties 52

Section 8.02 Performance of Obligations 53

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Section 8.03 Shareholder Approval 53

Section 8.04 Government and Other Approvals 53

Section 8.05 No Litigation 53

Section 8.06 Releases 53

Section 8.07 No Material Adverse Change 54

Section 8.08 Termination of Employee Plans 54

Section 8.09 Dissenting Shareholders 54

Section 8.10 Delivery of Closing Documents 54

Section 8.11 Minimum Shareholders’ Equity 54

Section 8.12 FIRPTA Certificate 54

ARTICLE IX TERMINATION 54

Section 9.01 Right of Termination 54

Section 9.02 Notice of Termination 56

Section 9.03 Effect of Termination 56

ARTICLE X GENERAL PROVISIONS 56

Section 10.01 Nonsurvival of Representations, Warranties, Covenants and Agreements 56

Section 10.02 Expenses 56

Section 10.03 Brokerage Fees and Commissions 56

Section 10.04 Entire Agreement 57

Section 10.05 Binding Effect; Assignment 57

Section 10.06 Further Cooperation 57

Section 10.07 Severability 57

Section 10.08 Notices 58

Section 10.09 GOVERNING LAW 59

Section 10.10 WAIVER OF JURY TRIAL 59

Section 10.11 Multiple Counterparts 59

Section 10.12 Definitions 59

Section 10.13 Specific Performance 67

Section 10.14 Attorneys’ Fees and Costs 67

Section 10.15 Rules of Construction 67

Section 10.16 Articles, Sections, Exhibits and Schedules 68

Section 10.17 Public Disclosure 68

Section 10.18 Extension; Waiver 68

Section 10.19 Amendment 69

Section 10.20 No Third Party Beneficiaries 69

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EXHIBITS

Exhibit “A”	Form of Voting Agreement
Exhibit “B”	Form of Director Support Agreement
Exhibit “C”	Form of Bank Merger Agreement
Exhibit “D”	Form of Director Release
Exhibit “E”	Form of Officer Release

 

 

 

 

 

 

 

 

 

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AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is effective as of April 18, 2024, by and among Equity Bancshares, Inc. (“EQBK”), a Kansas corporation and registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”), KL Merger Sub, Inc. (“Merger Sub”), a Kansas corporation and wholly-owned subsidiary of EQBK, and Kansasland Bancshares, Inc. (“KBI”), a Kansas corporation and registered bank holding company under the BHCA.

RECITALS

WHEREAS, EQBK owns all of the common stock of Equity Bank, a Kansas state bank with its principal office in Andover, Kansas (“Equity Bank”);

WHEREAS, KBI owns all of the common stock of KansasLand Bank, a Kansas state bank with its principal office in Quinter, Kansas (the “Bank”);

WHEREAS, the Board of Directors of EQBK (the “EQBK Board”) and the Board of Directors of KBI (the “KBI Board”) have determined that it is advisable and in the best interests of their respective companies and their shareholders to consummate the strategic business combination transaction provided for in this Agreement;

WHEREAS, EQBK will acquire KBI through the merger of Merger Sub, with and into KBI (the “Merger”), with KBI surviving as a wholly-owned subsidiary of EQBK and immediately following, and in connection with and an integral part of, the Merger, EQBK will cause KBI to be merged with and into EQBK, with EQBK surviving the merger (the “Second Step Merger” and together with the Merger, the “Integrated Mergers”), and immediately following the Second Step Merger, or at such later time as EQBK may determine, EQBK will cause the Bank to be merged with and into Equity Bank, with Equity Bank surviving the merger (the “Bank Merger”);

WHEREAS, it is intended that the Integrated Mergers together will be treated as a reorganization under Section 368(a) of the Code, and the rules and regulations promulgated thereunder and that this Agreement constitutes and is hereby adopted as a plan of reorganization for the purposes of Sections 354 and 361 of the Code and the applicable regulations;

WHEREAS, concurrently with the execution and delivery of this Agreement, as a condition and inducement for EQBK to enter into this Agreement, certain shareholders of KBI have each entered into a Voting Agreement in the form attached hereto as Exhibit “A” (the “Voting Agreement”), whereby such shareholders of KBI have agreed to vote the shares of KBI Stock (as defined below) owned by them in favor of this Agreement, the Merger and the transactions contemplated hereby and thereby;

WHEREAS, concurrently with the execution and delivery of this Agreement, as a condition and inducement for EQBK to enter into this Agreement, each of the directors of KBI have entered into Director Support Agreements in the form attached hereto as Exhibit ”B” (the “Director Support Agreement”) in connection with the Merger; and

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WHEREAS, the parties hereto desire to set forth certain representations, warranties and covenants made by each to the other as an inducement to the execution and delivery of this Agreement and certain additional agreements related to the transactions contemplated hereby:

AGREEMENT

NOW, THEREFORE, for and in consideration of the foregoing and of the mutual representations, warranties, covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the conditions set forth below, the parties, intending to be legally bound, undertake, promise, covenant and agree with each other as follows:

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Except as disclosed in the disclosure schedules delivered by KBI to EQBK prior to the execution hereof (the “KBI Disclosure Schedules”); provided, that (a) 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, (b) the mere inclusion of an item in the KBI Disclosure Schedules as an exception to a representation or warranty shall not be deemed an admission by KBI that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Change, and (c) 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, KBI hereby represents and warrants to EQBK as follows:

Section 3.01 Organization and Qualification.

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Except (i) as disclosed in the disclosure schedules delivered by EQBK to KBI prior to the execution hereof (the “EQBK Disclosure Schedules”); provided, that (a) 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, (b) the mere inclusion of an item in the EQBK Disclosure Schedules as an exception to a representation or warranty shall not be deemed an admission by EQBK that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Change, and (c) any disclosures made with respect to a section of this Article IV shall be deemed to qualify (1) any other section of this Article IV specifically referenced or cross-referenced and (2) other sections of this Article IV 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 (ii) as disclosed in any EQBK SEC Reports filed 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 non-specific or cautionary, predictive or forward-looking in nature), EQBK hereby represents and warrants to KBI as follows:

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The obligations of KBI under this Agreement are subject to the satisfaction, prior to or at the Closing, of each of the following conditions, which may be waived in whole or in part by KBI:

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All obligations of EQBK and Merger Sub under this Agreement are subject to the satisfaction, prior to or at the Closing, of each of the following conditions, which may be waived in whole or in part by such parties.

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If to KBI:

▇▇▇▇▇ ▇. ▇▇▇▇
Chairman and President
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Email: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

With a copy (which shall not constitute notice) to:

▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ and ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇ ▇▇. ▇, #▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Email: ▇▇▇▇▇▇@▇▇-▇▇▇▇.▇▇▇

If to EQBK or Merger Sub:

▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman and Chief Executive Officer
Equity Bancshares, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

With a copy (which shall not constitute notice) to:

▇▇▇▇▇ ▇▇▇▇▇
General Counsel
Equity Bank
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

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“Adjusted Equity” shall have the meaning set forth in Section 1.06(a).

“Affiliate” means any Person that, directly or indirectly, through one or more intermediaries, (a) owns or controls another Person, (b) is owned or controlled by another Person, or (c) is under common control or ownership with another Person, and ownership means the direct or indirect beneficial ownership of more than fifty percent (50%) of the equity securities of a Person, or, in the case of a Person that is not a corporation, more than fifty percent (50%) of the voting and/or equity interest.

“Agency” means the FHA, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Government National Mortgage Association, HUD, the United States Department of Agriculture, and the VA.

“Agency Guides” means the ▇▇▇▇▇▇ ▇▇▇ Single Family Selling Guide, the ▇▇▇▇▇▇ ▇▇▇ Single Family Servicing Guide, the ▇▇▇▇▇▇▇ Mac Single Family Seller/Servicer Guide, the ▇▇▇▇▇▇ ▇▇▇ Mortgage Backed Securities Guide and any other guide issued by any Agency or Regulatory Agency.

“Agreement” shall have the meaning set forth in the Preamble.

“KBI” shall have the meaning set forth in the Preamble.

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“KBI Board” shall have the meaning set forth in the Recitals.

“KBI Certificate” shall have the meaning set forth in Section 5.19.

“KBI Common Stock” shall have the meaning set forth in Section 1.05(b).

“KBI Constituent Documents” shall have the meaning set forth in Section 3.04(a).

“KBI Financial Statements” shall have the meaning set forth in Section 3.05(a).

“KBI Merger Costs” shall have the meaning set forth in Section 1.06(c).

“KBI Recommendation” shall have the meaning set forth in Section 3.02.

“KBI Stock” shall have the meaning set forth in Section 1.05(c).

“Bankruptcy Exception” means, in respect of any agreement, contract, commitment or obligation, any limitation thereon imposed by any bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or similar Law affecting creditors’ rights and remedies generally and, with respect to the enforceability of any agreement, contract, commitment or obligation, by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether enforcement is sought in a proceeding at Law or in equity.

“Bank” shall have the meaning set forth in the Recitals.

“Bank Merger” shall have the meaning set forth in the Recitals.

“Bank Stock” shall have the meaning set forth in Section 3.03(b).

“BHCA” shall have the meaning set forth in the preamble.

“Business Day” means Monday through Friday of each week, except a legal holiday recognized as such by the United States federal government or any day on which banking institutions in Wichita, Kansas are authorized or required by Law to be closed.

“Calculation Date” shall have the meaning set forth in Section 1.06(b).

“Call Reports” shall have the meaning set forth in Section 3.05(b).

“Closing” shall have the meaning set forth in Section 2.01(a).

“Closing Date” shall have the meaning set forth in Section 2.01(a).

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Certificate” shall have the meaning set forth in Section 1.07(ii).

“Common Consideration” shall have the meaning set forth in Section 1.05(c)(i).

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“Common Letter of Transmittal” shall have the meaning set forth in Section 1.07(ii).

“Confidentiality Agreement” means the Mutual Confidentiality Agreement, effective as of December 11, 2023, by and between KBI and EQBK.

“Continuing Employee” shall have the meaning set forth in Section 6.07(a).

“CRA” shall have the meaning set forth in Section 3.32.

“Credit Policies” means any Agency or other Investor policies and procedures to which KBI or any of its Subsidiaries is subject as such relate to the extension of credit with respect to the Mortgage Loans in effect at the time each Mortgage Loan was originated.

“Director Support Agreement” shall have the meaning set forth in the Recitals.

“Dissenting Shares” shall have the meaning set forth in Section 1.10(a).

“Dissenting Shareholder” shall have the meaning set forth in Section 1.10(a).

“▇▇▇▇-▇▇▇▇▇ Act” shall have the meaning set forth in Section 3.36.

“Effective Time” shall have the meaning set forth in Section 2.01(b).

“Employee Plans” shall have the meaning set forth in Section 3.28(a).

“Employment Agreements” shall have the meaning set forth in Section 3.27(b).

“Environmental Inspections” shall have the meaning set forth in Section 5.06.

“Environmental Laws” means the common Law and all federal, state, local and foreign Laws or regulations, codes, Orders, decrees, judgments or injunctions issued, promulgated, approved or entered thereunder, now or hereafter in effect, relating to pollution or protection of human health and the environment, including Laws relating to (i) emissions, discharges, releases or threatened releases of Hazardous Materials, into the environment (including ambient air, surface water, ground water, land surface or subsurface strata), (ii) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of Hazardous Materials, (iii) underground and above ground storage tanks, and related piping, and emissions, discharges, releases or threatened releases therefrom, and (iv) the conservation of open space, ecosystems, wetlands or water of the United States or a state, and (v) the preservation of cultural or historic structures or artifacts.

“EQBK” shall have the meaning set forth in the Preamble.

“EQBK Board” shall have the meaning set forth in the Recitals.

“EQBK Class A Stock” shall have the meaning set forth in Section 1.05(a).

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“EQBK Class B Stock” shall have the meaning set forth in Section 1.05(a).

“EQBK Constituent Documents” shall have the meaning set forth in Section 4.05(b).

“Equity Adjustment” shall have the meaning set forth in Section 1.06(d).

“Equity Bank” shall have the meaning set forth in the Recitals.

“Equity Bank Board” means the board of directors of Equity Bank.

“ERISA” shall have the meaning set forth in Section 3.28(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

“Exchange Fund” shall have the meaning set forth in Section 1.07(a)(i).

“Existing Indemnification Obligation” shall have the meaning set forth in Section 6.10(a).

“FDIA” shall have the meaning set forth in Section 2.02(e).

“FDIC” shall have the meaning set forth in Section 2.02(e).

“Federal Reserve” shall mean the Federal Reserve System.

“FHA” means the U.S. Federal Housing Administration.

“GAAP” shall have the meaning set forth in Section 3.05(a).

“Governmental Entity” means any court, arbitrator, administrative agency or commission, board, bureau or other governmental or Regulatory Agency or instrumentality.

“Group Health Plan” shall have the meaning set forth in Section 3.28.

“Hazardous Material” means any pollutant, contaminant, chemical, or toxic or hazardous substance, constituent, material or waste, or any other chemical, substances, constituent or waste including, among others, asbestos, lead-based paint, urea-formaldehyde, petroleum, crude oil or any fraction thereof or any petroleum product.

“HUD” means the U.S. Department of Housing and Urban Development.

“Indemnified Parties” shall have the meaning set forth in Section 6.10(e).

“Integrated Mergers” shall have the meaning set forth in the Recitals.

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“Investor” means any Agency, private investor, trust or other Person who owns or holds or is committed to purchase or acquire Mortgage Loans, any interest therein or any Mortgage Servicing Rights with respect thereto, or to the extent any Mortgage Loans are pooled into mortgage-backed securities, partial interests in such mortgage-backed securities backed by such Mortgage Loans.

“KGCC” shall have the meaning set forth in Section 1.01.

A person has “Knowledge” of, or acts “Knowingly” with respect to, a particular fact or other matter if any individual who is presently serving as a director or “executive officer” (as such term is defined of 12 C.F.R. Part 215 (Regulation O)) of that person, after reasonable inquiry, is actually aware of such fact or other matter.

“Law” shall mean any federal or state constitution, statute, regulation, rule, or common law applicable to a Person.

“Leases” shall have the meaning set forth in Section 3.11(a)(i).

“Leased Real Property” shall have the meaning set forth in Section 3.09.

“Lien(s)” means any mortgage, security interest, pledge, charges, encumbrance or lien (statutory or otherwise).

“Listed Contracts” shall have the meaning set forth in Section 3.11(a).

“Material Adverse Change” means, with respect to any party hereto, any event, occurrence, fact, condition, effect or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, condition (financial or otherwise), assets, properties, liabilities (absolute, accrued, contingent or otherwise) or reserves, taken as a whole, or (ii) the ability of the parties hereto to consummate the transactions contemplated hereby on a timely basis; provided, however, that none of the following shall constitute, or shall be considered in determining whether there has occurred, and no event, circumstance, change or effect resulting from or arising out of any of the following shall constitute, a Material Adverse Change: (i) any changes in Laws or interpretations thereof that are generally applicable to the banking or savings industries; (ii) changes in GAAP or RAP that are generally applicable to the banking or savings industries; (iii) expenses incurred in connection with the transactions contemplated by this Agreement; (iv) changes in global, national or regional political conditions or general economic or market conditions in the United States or the State of Kansas, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates, and price levels or trading volumes in the United States or foreign securities markets affecting other companies in the financial services industry; (v) general changes in the credit markets or general downgrades in the credit markets; (vi) actions or omissions of a party taken as required by this Agreement or with the prior informed written consent of the other party or parties in contemplation of the transactions contemplated by this Agreement; (vii) any natural or man-made disaster, acts of God, outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism; or (viii) the execution and delivery of this Agreement, the announcement hereof, the

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performance of transactions contemplated hereby, or any litigation relating to this Agreement or the transactions contemplated hereby; provided, that such party is not affected to a greater extent than other Persons, bank holding companies or insured depository institutions in the industry in which such party operates.

“Merger” shall have the meaning set forth in the Recitals.

“Merger Consideration” shall mean the Common Consideration.

“Merger Sub” shall have the meaning set forth in the Preamble.

“Minimum Equity” shall have the meaning set forth in Section 1.06(e).

“Mortgage Loan” means each residential mortgage loan, or line of credit originated in whole or in part, acquired, sold or otherwise held by KBI or any of its Subsidiaries at any time, including all of KBI’s and its Subsidiaries’ rights, title and interest in and to such Mortgage Loan, Mortgage Servicing Rights, the related mortgage note, all mortgage loan documents, the mortgage file, credit file and Servicing file, collateral and all other material and information collected by KBI or any of its Subsidiaries in connection with such Mortgage Loan.

“Mortgage Servicing Rights” means, with respect to a mortgage loan, the right or rights to Service such mortgage loan, receive compensation therefor, and the duties and obligations associated therewith.

“Order” shall mean any award, decision, decree, injunction, judgment, order, ruling, or verdict entered, issued, made or rendered by any court, administrative agency or any other Governmental Entity.

“OREO Property” shall have the meaning set forth in Section 3.09.

“OSBC” means the Office of the State Bank Commissioner of Kansas.

“Owned Real Property” shall have the meaning set forth in Section 3.09.

“Permitted Encumbrances” shall mean only (i) Liens for Taxes not yet due and payable and that do not constitute penalties, (ii) Liens for Taxes being contested in good faith by appropriate proceedings if adequate reserves with respect thereto are maintained on the KBI’s books in accordance with GAAP, (iii) statutory Liens of landlords, (iv) Liens of carriers, warehousemen, mechanics, materialmen and repairmen incurred in the ordinary course of business consistent with past practice and not yet delinquent, (v) zoning, building, or other restrictions, variances, covenants, rights of way, rights of subtenants, encumbrances, easements and other minor irregularities in title, none of which, individually or in the aggregate, interfere in any material respect with the present use of or occupancy of the affected parcel by the Bank, or have a material detrimental effect on the value thereof or its present use.

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“Per Share Cash Consideration” shall have the meaning set forth in Section 1.06 (f).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

“Property” or “Properties” shall include all real property currently owned or leased by KBI, including all Owned Real Property, OREO Property and Leased Real Property, as well as the premises and all improvements and fixtures thereon of KBI.

“Proprietary Rights” shall have the meaning set forth in Section 3.15.

“Regulatory Agency” means (i) any self-regulatory organization, (ii) the Federal Reserve, (iii) the FDIC, (iv) OSBC, (v) the SEC, (vi) any Agency, or (vii) any other federal or state governmental or regulatory agency or authority having or claiming jurisdiction over a party to this Agreement or the transactions contemplated hereby.

“Repurchase Obligations” means all Liabilities, including repurchase, indemnification, make-whole or similar obligations, relating to any Mortgage Loans originated, funded, sold, transferred, assigned, conveyed, Serviced or acquired by KBI or any of its Subsidiaries at any time on or prior to the date hereof, including pursuant to any contract with, or breach of contract or other act or omission of, any broker, correspondent or other Person.

“Requisite KBI Vote” shall have the meaning set forth in Section 7.03.

“Retirement Plan” shall have the meaning set forth in Section 5.12.

“SEC” shall have the meaning set forth in Section 3.37.

“Second Certificate of Merger” shall have the meaning set forth in Section 1.11.

“Second Effective Time” shall have the meaning set forth in Section 1.11.

“Second Step Merger” shall have the meaning set forth in the Recitals.

“Securities Act” shall mean Securities Act of 1933, as amended.

“Servicing” (and corollary terms such as “Service” or “Serviced”) means the responsibilities with respect to servicing and administration of Mortgage Loans under applicable Laws or other Applicable Requirements, whether performed as a servicer, subservicer or interim servicer, including all collection activities related thereto.

“Servicing Agreement” means any contract, including the Agency Guides, whereby KBI or any of its Subsidiaries has agreed to Service any Mortgage Loan on behalf of a third

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Person (including any Agency) or designate such duties to an approved subservicer under a Subservicing Agreement.

“Servicing Policies” means any Agency or other Investor policies and procedures to which KBI or any of its Subsidiaries is subject as such relate to the Servicing of Mortgage Loans in effect during the time the Mortgage Loans were Serviced by KBI or any of its Subsidiaries (either directly or through a subservicing arrangement).

“Shareholders’ Meeting” shall have the meaning set forth in Section 5.02(a).

“SOA” shall have the meaning set forth in Section 5.18.

“Subservicing Agreement” means any contract whereby KBI or any of its Subsidiaries has a contract with a Person other than KBI or any of its Subsidiaries to subservice or otherwise Service any Mortgage Loans on behalf of KBI or any of its Subsidiaries.

“Subsidiary” means, when used with reference to an entity, any corporation, a majority of the outstanding voting securities of which are owned directly or indirectly by such entity or any partnership, joint venture or other enterprise in which any entity has, directly or indirectly, a majority equity interest. With respect to KBI, the term “Subsidiary” does not include the Trust.

“Surviving Corporation” shall have the meaning set forth in Section 1.01.

“Tail Policy” shall have the meaning set forth in Section 6.10(c).

“Tax” or “Taxes” means all (i) United States federal, state or local or non-United States taxes, assessments, charges, duties, levies, interest or other similar governmental charges of any nature, including all income, franchise, profits, capital gains, capital stock, transfer, sales, use, occupation, property, excise, severance, windfall profits, stamp, stamp duty reserve, license, payroll, withholding, ad valorem, value added, alternative minimum, environmental, escheat, unclaimed property, customs, social security (or similar), unemployment, sick pay, disability, registration and other taxes, assessments, charges, duties, interest, fees, levies or other similar governmental charges of any kind whatsoever, whether disputed or not, together with all estimated taxes, deficiency assessments, additions to tax, charges, duties, levies, penalties and interest; (ii) any liability for the payment of any amount of a type described in clause (i) arising as a result of being or having been a member of any consolidated, combined, unitary or other group or being or having been included or required to be included in any Tax Return related thereto; and (iii) any liability for the payment of any amount of a type described in clause (i) or clause (ii) as a result of any obligation to indemnify or otherwise assume or succeed to the liability of any other Person.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes required to be filed with any Governmental Entity, including any schedule or attachment thereto, and including any amendment thereof.

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“Terminated Employee” shall have the meaning set forth in Section 6.07(a).

“Treasury Regulations” means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar, substitute proposed or final Treasury Regulations.

“VA” means the U.S. Department of Veteran’s Affairs.

“Welfare Plan” shall have the meaning set forth in Section 5.12.

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[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the date first above written.

EQUITY BANCSHARES, INC.

By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman and Chief Executive Officer

KL merger sub, inc.

By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President

KansasLand Bancshares, INC.

By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇.▇▇▇▇
Title: Chairman

 

 

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